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 LIBOR Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article VI 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 true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case 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 (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 5.02, the representations and warranties contained in Section 6.05(b) shall be deemed to refer to the most-recent statements furnished pursuant to Section 7.01(b). (b) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof. (c) The Administrative Agent shall have received a Request for Credit Extension in accordance with the requirements hereof. (d) After giving effect to such proposed Credit Extension, the Borrower shall be in compliance with Section 2.01(c). 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 LIBOR Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 5.02(a), (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 Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of LIBOR Eurodollar Rate Loans) is subject to satisfaction or waiver of the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article VI V or in any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (except or, in the case of such representations and warranties which are not otherwise subject to a representation or warranty qualified by materiality or Material Adverse Effectqualification in accordance with its terms, in which case such representation or warranty 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 in all material respects (except or in the case of such representations and warranties which are not otherwise subject to a representation or warranty qualified by materiality or Material Adverse Effectqualification in accordance with its terms, in which case such representation or warranty shall be true and correct in all material respects) as of such earlier date, and except that for purposes of this Section 5.02provided that, notwithstanding the foregoing, with respect to the initial Credit Extension made on the Closing Date, the representations and warranties contained in Section 6.05(b) the accuracy of which shall be deemed to refer a condition to the most-recent statements furnished pursuant funding of the initial Credit Extension shall be limited to Section 7.01(bthose set forth in Sections 5.01(a) (with respect to organizational status), 5.01(b)(ii), 5.02, 5.04, 5.07(b), 5.12, 5.15, 5.16 (except with respect to Mortgages), 5.18, 5.21, and 5.24 and the Specified Acquisition Agreement Representations. (b) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof; provided that, notwithstanding the foregoing, this condition shall not apply to the initial Credit Extension made on the Closing Date. (c) The Administrative Agent shall have received a Request for Credit Extension in accordance with the requirements hereof. (d) After giving effect to such proposed Credit Extension, the Borrower shall be in compliance with Section 2.01(c). 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 LIBOR Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 5.02(a), 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 Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of LIBOR Loans) Term SOFR Loans or RFR 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 Borrower each Loan Party set forth in Article 5 and in each other Loan Party contained in Article VI or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, Document shall be true and correct in all material respects (except in the case of a that any representation and warranty that is qualified as to “materiality” or warranty qualified by materiality or “Material Adverse Effect, in which case such representation or warranty ” shall be true and correct in all respectsrespects as so qualified) on and as of the date of such Credit ExtensionExtension with the same effect as though made on and as of such date, except to the extent that such representations and warranties specifically refer expressly relate to an earlier date, in which case they shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 5.02, the representations and warranties contained in Section 6.05(b) shall be deemed to refer to the most-recent statements furnished pursuant to Section 7.01(b). (bii) No 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 relevant L/C Issuer or 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, the Borrower shall be in compliance with Section 2.01(c). 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 LIBOR Term SOFR Loans or RFR Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 5.02(a), (b), 4.02(i) and (dii) (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 pursuant to a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of LIBOR Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower Company and each other Loan Party contained in Article VI V 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 true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case 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 (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 5.024.02, the representations and warranties contained in subsections (a) and (b) of Section 6.05(b) 5.05 shall be deemed to refer to the most-most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01(b)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) No Floorplan Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof. (d) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof; provided that, with respect to Swing Line Borrowings, for purposes of this Section 4.02(d) and the last sentence of Section 4.02, while an Autoborrow Agreement is in effect, the Company shall be deemed to have given a Swing Line Loan Notice (and reaffirmed the representations and warranties described herein and satisfied all other conditions to funding hereunder) as of each day on which an Autoborrow Advance is made. (de) After The Total Outstandings after giving effect to such proposed Request for Credit Extension, Extension shall not exceed the Borrower shall be in compliance with Section 2.01(c)Revolving Advance Limit on such date. 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 LIBOR LoansType) submitted by the Borrower Company shall be deemed to be a representation and warranty that the conditions specified in Sections 5.02(a4.02(a), (b), ) and (dc) 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 LIBOR Eurodollar Rate Loans) is subject to satisfaction or waiver of the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article VI V or in any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (except or, in the case of such representations and warranties which are not otherwise subject to a representation or warranty qualified by materiality or Material Adverse Effectqualification in accordance with its terms, in which case such representation or warranty 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 in all material respects (except or in the case of such representations and warranties which are not otherwise subject to a representation or warranty qualified by materiality or Material Adverse Effectqualification in accordance with its terms, in which case such representation or warranty shall be true and correct in all material respects) as of such earlier date, and except that for purposes of this Section 5.02provided that, notwithstanding the foregoing, with respect to the initial Credit Extension made on the Closing Date, the representations and warranties contained in Section 6.05(b) the accuracy of which shall be deemed to refer a condition to the most-recent statements furnished pursuant funding of the initial Credit Extension shall be limited to Section 7.01(bthose set forth in Sections 5.01(a) (with respect to organizational status), 5.01(b)(ii), 5.02, 5.04, 5.07(b), 5.12, 5.15, 5.16 (except with respect to Mortgages), 5.18, 5.21, and 5.24 and the Specified Acquisition Agreement Representations. (b) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof; provided that, notwithstanding the foregoing, this condition shall not apply to the initial Credit Extension made on the Closing Date. (c) The Administrative Agent and, if 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) After giving effect to such proposed Credit Extension, the Borrower shall be in compliance with Section 2.01(c). 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 LIBOR Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 5.02(a), 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 Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of LIBOR Loans) Eurocurrency Rate Loans and other than a Request for Credit Extension in connection with an Incremental Amendment, which shall be governed by Section 2.14(d)), other than on the Closing Date, is subject to the following conditions precedent: (ai) The representations and warranties of the Borrower each Loan Party set forth in Article 5 and in each other Loan Party contained in Article VI or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, Document shall be true and correct in all material respects (except in the case of a that any representation and warranty that is qualified as to “materiality” or warranty qualified by materiality or “Material Adverse Effect, in which case such representation or warranty ” shall be true and correct in all respectsrespects as so qualified) on and as of the date of such Credit ExtensionExtension with the same effect as though made on and as of such date, except to the extent that such representations and warranties specifically refer expressly relate to an earlier date, in which case they shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 5.02, the representations and warranties contained in Section 6.05(b) shall be deemed to refer to the most-recent statements furnished pursuant to Section 7.01(b). (bii) No 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 relevant 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, the Borrower shall be in compliance with Section 2.01(c). 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 LIBOR Eurocurrency Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 5.02(a), (b), 4.02(i) and (dii) (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 a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of LIBOR LoansEurocurrency Rate Loans and other than a Request for Credit Extension for an Incremental Facility which shall be governed by Section 2.14(d)) after the Closing Date is subject to the following conditions precedent: (a) The At the time of each such Credit Extension and also after giving effect thereto, (i) no Default or Event of Default shall have occurred and be continuing and (ii) all representations and warranties of the Borrower and each other made by any Loan Party contained herein or in Article VI or any the other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, Documents shall be true and correct in all material respects (except in with the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case same effect as though such representation or warranty shall be true representations and correct in all respects) warranties had been made on and as of the date of such Credit Extension, 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 (as of such earlier date and except in the case of a that any representation or and warranty that is qualified by materiality or as to “materiality,” “Material Adverse Effect, in which case such representation ” or warranty similar language shall be true and correct (after giving effect to any qualification therein) in all respects) as of respects on such earlier date, and except that for purposes of this Section 5.02, the representations and warranties contained in Section 6.05(b) shall be deemed to refer to the most-recent statements furnished pursuant to Section 7.01(brespective dates). (b) No Default shall existPrior to the making of each Loan, or would result from such proposed Credit Extension or from the application of the proceeds thereof. (c) The Administrative Agent shall have received a Request for Credit Extension (whether in accordance with writing or by telephone) meeting the requirements hereof. (d) After giving effect to such proposed Credit Extension, the Borrower shall be in compliance with of Section 2.01(c2.02(a). 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 LIBOR Eurocurrency Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 5.02(a), 4.02(a) and (b) (or, in the case of a Request for Credit Extension for an Incremental Facility, the conditions specified in Section 2.14(d), 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 Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of LIBOR LoansEurocurrency Rate 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 Borrower each Loan Party set forth in Article V and in each other Loan Party contained in Article VI or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, Document shall be true and correct in all material respects (except in the case of a that any representation and warranty that is qualified as to “materiality” or warranty qualified by materiality or “Material Adverse Effect, in which case such representation or warranty ” shall be true and correct in all respectsrespects as so qualified) on and as of the date of such Credit ExtensionExtension with the same effect as though made on and as of such date, except to the extent that such representations and warranties specifically refer expressly relate to an earlier date, in which case they shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 5.02, the representations and warranties contained in Section 6.05(b) shall be deemed to refer to the most-recent statements furnished pursuant to Section 7.01(b). (bii) No 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 relevant 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, the Borrower shall be in compliance with Section 2.01(c). 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 LIBOR Eurocurrency Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 5.02(a), (b), 4.02(i) and (dii) (or, in the case of a Request for Credit Extension for an Incremental Facility, the conditions specified in Section 2.14(d)) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of LIBOR Term SOFR Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower Borrowers and each other Loan Party contained in Article VI V 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 true and correct in all material respects (except or in all respects in the case of a representation or warranty qualified by containing a materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respectsqualifier) 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 in the case of unless such representation and warranty is subject to a representation or warranty qualified by materiality or Material Adverse Effect, Effect qualifier in which case such representation or warranty shall it will be true and correct in all respects) on and as of the date of such earlier dateCredit Extension, it being understood and agreed that any violation of any covenant contained in Section 7.08 shall be deemed material such that any representation with respect to compliance therewith shall be deemed material in any event, and except that for purposes of this Section 5.024.02, the representations and warranties contained in subsections (a) and (b) of Section 6.05(b) 5.05 shall be deemed to refer to the most-most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01(b)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, any L/C Issuer shall have received a Request for Credit Extension in accordance with the requirements hereof. (d) After giving effect to such proposed Credit Extension, the Borrower shall be in compliance with Section 2.01(c). 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 LIBOR Term SOFR Rate Loans) submitted by the Borrower Borrowers shall be deemed to be a representation and warranty that the conditions specified in Sections 5.02(a), 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 Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of LIBOR Eurodollar Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower Borrowers and each other Loan Party contained in Article VI V 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 true and correct in all material respects (except but in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case all respects if such representation or warranty shall be true and correct in all respectsis qualified by “material” or “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 (except but in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case all respects if such representation or warranty shall be true and correct in all respectsis qualified by “material” or “Material Adverse Effect”) as of such earlier date, and except that for purposes of this Section 5.02, the representations and warranties contained in Section 6.05(b) shall be deemed to refer to the most-recent statements furnished pursuant to Section 7.01(b). (b) No 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 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, the Borrower shall be in compliance with Section 2.01(c). 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 LIBOR Eurodollar Rate Loans) submitted by the Borrower Borrowers shall be deemed to be a representation and warranty that the conditions specified in Sections 5.02(a), 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 Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of LIBOR Eurodollar Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article VI 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, shall be true and correct in all material respects (except in the case of a representation or warranty with respect to representations and warranties which are expressly qualified by materiality or Material Adverse Effectmateriality, in which case 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 (except in the case of a representation or warranty with respect to representations and warranties which are expressly qualified by materiality or Material Adverse Effectmateriality, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 5.024.2, the representations and warranties contained in Section 6.05(bSections 5.5(a) and (b) shall be deemed to refer to the most-most recent statements of Borrower and its Subsidiaries furnished pursuant to Section 7.01(bSections 6.1(a) and (b), respectively. (bi) No Default or Event of Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof, and (ii) after giving effect to such proposed Credit Extension, the Total Outstandings would not exceed the Aggregate Commitments. (c) The Administrative Agent and, if applicable, the L/C Issuer, shall have received a Request for Credit Extension in accordance with the requirements hereof. (d) After giving effect to such proposed Credit Extension, the Borrower shall be in compliance with Section 2.01(c). 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 LIBOR Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 5.02(a), (b), 4.2(a) and (d4.2(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 but not any continuation or conversion of Committed Loans to the other Type, or a continuation of LIBOR LoansLoan) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party Parties contained in Article VI V 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 true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such Credit Extension, except that (x) any such representation and warranty that is qualified by materiality or a reference to Material Adverse Effect shall be true and correct in all respects on and as of the date of such Credit Extension and (y) to the extent that any such representations representation and warranties warranty specifically refer refers to an earlier date, in which case they each such representation and warranty shall be true and correct in all material respects as of such earlier date (except in the case of a that any such representation or and warranty that is qualified by materiality or reference to Material Adverse Effect, in which case such representation or warranty Effect shall be true and correct in all respects) respects as of such earlier date), and except that for purposes of this Section 5.024.02, the representations and warranties contained in Section 6.05(b) 5.05 shall be deemed to refer to the most-most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01(b)6.04. (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 L/C Issuers and/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, the Borrower shall be in compliance with Section 2.01(c). Each Request for Credit Extension (other than a Committed Loan Notice requesting only a any continuation or conversion of Committed Loans to the other Type or a continuation of LIBOR LoansLoan) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 5.02(a), 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 Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of LIBOR SOFR Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article VI V or any other Loan DocumentDocument (other than the representation and warranty set forth in Section 5.05(c)), or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (except in or, to the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case 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 in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 5.024.02, the representations and warranties contained in subsections (a) and (b) of Section 6.05(b) 5.05 shall be deemed to refer to the most-most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 7.01(b)6.01. (b) No 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 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, the Borrower shall be in compliance with Section 2.01(c). 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 LIBOR SOFR Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 5.02(a), 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 or Letter of Credit Issuer to honor any Request for Credit Extension (other than a Committed Loan Notice one requesting only a conversion of Committed Loans to the other Type, Type or a continuation of LIBOR SOFR Loans) hereunder (including, for avoidance of doubt, any Request for Credit Extension hereunder) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party Parties contained in Article VI 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 true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case 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 (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 5.025.02(a), the representations and warranties contained in subsections (a) and (b) of Section 6.05(b) 6.05 shall be deemed to refer to the most-most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01(b)7.01. (b) No Default shall exist, have 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 Letter of Credit 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 each Credit Extension, Total Revolving Credit Outstandings do not exceed the Borrower shall be in compliance with Section 2.01(c)Maximum Borrowing Amount. Each Request for Credit Extension (other than a Committed Loan Notice one requesting only a conversion of Committed Loans to the other Type or a continuation of LIBOR SOFR Loans) submitted by the Borrower Agent shall be deemed to be a representation and warranty that the conditions specified in Sections 5.02(a), (b), 5.02(b) and (d5.02(d) have been satisfied on and as of the date of the applicable Credit Extension. As an additional condition to any Credit Extension, Administrative Agent may request any other information, certification, document, instrument or agreement as it deems appropriate.

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 LIBOR Eurodollar Rate Loans) is subject to the following conditions precedent: (a) The Except with respect to Credit Extensions on the Closing Date, the representations and warranties of the Borrower and each other Loan Party contained in Article VI V 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 true and correct in all material respects (except in the case of or, with respect to representations and warranties modified by a representation or warranty qualified by materiality or Material Adverse EffectEffect standard, in which case 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 (except in the case of or, with respect to representations and warranties modified by a representation or warranty qualified by materiality or Material Adverse EffectEffect standard, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 5.024.02, the representations and warranties contained in clauses (a) and (b) of Section 6.05(b) 5.05 shall be deemed to refer to the most-most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01(b)6.01. (b) No 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 L/C Issuers 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, the Borrower shall be in compliance with Section 2.01(c). 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 LIBOR Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 5.02(a), 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 make any Request Credit Extensions hereunder (but excluding Revolving Loans made for the purpose of repaying Refunded Swingline Loans pursuant to Section 2.2(d) and Borrowings as a result of conversions and continuations of outstanding Loans pursuant to Section 2.12), and the obligation of each Issuing Bank to Issue any Letters of Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Typehereunder, or a continuation of LIBOR Loans) is subject to the satisfaction of the following conditions precedentprecedent on the relevant Borrowing Date or date of Issuance: (a) The applicable Borrower shall have delivered a Notice of Borrowing in accordance with Section 2.2(a), a Notice of Swingline Borrowing in accordance with Section 2.2(c), or a Letter of Credit Notice in accordance with Section 2.5(a)(ii) or 2.5(b)(ii), as applicable; (b) Each of the representations and warranties of set forth in this Agreement and in the Borrower and each other Loan Party contained in Article VI or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, Credit Documents shall be true and correct in all material respects (except in the case of a representation or warranty if qualified by materiality or Material Adverse Effect, in all respects) on and as of the date of any Credit Extension, with the same effect as if made on and as of such date, both immediately before and after giving effect to such Credit Extension (except to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case 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 (except in the case of a representation or warranty if qualified by materiality or Material Adverse Effectmaterial adverse effect, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date), and except provided that for purposes of this Section 5.02, the representations and warranties contained in subsection (a) and (b) of Section 6.05(b) 4.12 shall be deemed to refer to the most-most recent statements financial statement furnished pursuant to Section 7.01(b). (b) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof.5.1; (c) The Administrative Agent No Default or Event of Default shall have received a Request for occurred and be continuing on such date, both immediately before and after giving effect to such Credit Extension in accordance with the requirements hereof.Extension; (d) After With respect to the making of any Loan, the applicable limitation on amounts set forth under Section 2.1 shall not have been exceeded; and (e) With respect to the Issuance of any Letter of Credit, the applicable conditions in Section 2.5(c) shall have been satisfied. Each giving effect to such proposed of a Notice of Borrowing, a Notice of Swingline Borrowing or a Letter of Credit Notice, and the consummation of each Credit Extension, the Borrower shall be in compliance with Section 2.01(c). 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 LIBOR Loans) submitted by the Borrower shall be deemed to be constitute a representation and warranty by the applicable Borrower that the conditions specified statements contained in Sections 5.02(a), (b), and (d3.2(b) have been satisfied on and through 3.2(e) above are true as of the date of the applicable such Credit ExtensionExtension is made.

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 LIBOR Eurodollar Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article VI V 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 true and correct in all material respects (respects, except in the case of a for any representation or and warranty that is qualified by materiality or reference to Material Adverse Effect, in Effect which case such representation or 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 (respects, except in the case of a for any representation or and warranty that is qualified by materiality or reference to Material Adverse Effect, in Effect which case such representation or and warranty shall be true and correct in all respects) , as of such earlier date, and except that for purposes of this Section 5.024.02, the representations and warranties contained in Section 6.05(bSections 5.05(a) and (b) shall be deemed to refer to the most-most recent statements furnished pursuant to Section 7.01(bSections 6.01(a) and (b), respectively. (b) No 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 L/C Issuer shall have received a Request for Credit Extension in accordance with the requirements hereof. (d) After giving effect to such proposed Credit Extension, the Borrower shall be in compliance with Section 2.01(c). 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 LIBOR Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 5.02(a), 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 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 LIBOR Eurodollar Rate Loans) is subject to the following conditions precedent: (a) The the representations and warranties of the Borrower and each other Loan Party contained in Article VI V 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 true and correct in all material respects (except in the case of for such representations and warranties that have a representation or warranty qualified by materiality or Material Adverse EffectEffect qualification, in which case 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 (except in the case of for such representations and warranties that have a representation or warranty qualified by materiality or Material Adverse EffectEffect qualification, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 5.024.02, the representations and warranties contained in Section 6.05(bSections 5.05(a) and (b) shall be deemed to refer to the most-most recent statements furnished pursuant to Section 7.01(bSections 6.01(a) and (b), respectively. (b) No 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) After giving effect to such proposed Credit Extension, the Borrower shall be in compliance with Section 2.01(c). 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 LIBOR Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 5.02(a), 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 and each L/C Issuer 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 LIBOR Eurocurrency Rate Loans or Canadian CDOR Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower Borrowers and each other Loan Party contained in Article VI V 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 true and correct in all material respects (except in the case of for such representations and warranties that have a representation or warranty qualified by materiality or Material Adverse EffectEffect qualification, in which case 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 (except in the case of for such representations and warranties that have a representation or warranty qualified by materiality or Material Adverse EffectEffect qualification, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 5.024.02, the representations and warranties contained in Section 6.05(bSections 5.05(a) and (b) shall be deemed to refer to the most-most recent statements furnished pursuant to Section 7.01(bSections 6.01(a) and (b), respectively. (b) No 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) After giving effect to such proposed Credit Extension, the Borrower shall be in compliance with Section 2.01(c). 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 LIBOR Eurocurrency Rate Loans or Canadian CDOR Rate Loans) submitted by the Borrower Borrowers shall be deemed to be a representation and warranty that the conditions specified in Sections 5.02(a), 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 Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of LIBOR Eurodollar Rate Loans) ), is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article VI or any other Loan Document, or which are contained in any document furnished at any time certification or representation provided in writing to the Administrative Agent or the Collateral Agent by a Responsible Officer of a Loan Party under or in connection herewith with this Agreement or therewithany other Loan Document, shall be true and correct in all material respects (except or in the case of a representation or warranty qualified by materiality or Material Adverse Effectall respects, in which case if such representation or warranty shall be true and correct in all respectsis 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 (except or in the case of a representation or warranty qualified by materiality or Material Adverse Effectall respects, in which case if such representation or warranty shall be true and correct in all respectsis qualified by materiality) as of such earlier date, and except that for purposes of this Section 5.02, the representations and warranties contained in subsections (a) and (b) of Section 6.05(b) 6.05 shall be deemed to refer to the most-most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01(b)7.01. (b) No Default shall exist, or would result from 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 Swingline Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. (d) After Upon giving effect to the incurrence of such proposed Credit ExtensionExtension and to the concurrent retirement of any other Indebtedness of a Consolidated Party, the Borrower shall be in compliance with the financial covenants set forth in Section 2.01(c)8.11(a)-(b) (with such covenants being calculated (for the purposes of this Section 5.02(d) only) based upon (i) the amount of Indebtedness outstanding after giving effect to the incurrence of such Credit Extension and to the concurrent retirement of any other Indebtedness of a Consolidated Party and (ii) Consolidated EBITDA for the most recent four-fiscal-quarter period for which the Administrative Agent has received the Required Financial Information. 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 LIBOR Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections Section 5.02(a), (b), (c) 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 Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of LIBOR Eurodollar Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article VI 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, shall be true and correct in all material respects (except in the case of a representation or warranty with respect to representations and warranties which are expressly qualified by materiality or Material Adverse Effectmateriality, in which case 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 (except in the case of a representation or warranty with respect to representations and warranties which are expressly qualified by materiality or Material Adverse Effectmateriality, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 5.024.02, the representations and warranties contained in Section 6.05(bSections 5.05(a) and (b) shall be deemed to refer to the most-most recent statements furnished pursuant to Section 7.01(bSections 6.01(a) and (b), respectively. (bi) No Default or Event of Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof, and (ii) after giving effect to such proposed Credit Extension, the Total Outstandings would not exceed the Aggregate Commitments. (c) The Administrative Agent and, if applicable, the L/C Issuer, shall have received a Request for Credit Extension in accordance with the requirements hereof. (d) After giving effect to such proposed Credit Extension, the Borrower shall be in compliance with Section 2.01(c). 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 LIBOR Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 5.02(a), 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 make any Request for Credit Extension Loans or any Issuing Bank to issue any Letter of Credit, on any Borrowing Date (other than a Committed Loan Notice requesting only a conversion of Committed Loans to including on the other Type, or a continuation of LIBOR LoansClosing Date) is subject to satisfaction of the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party Company contained in Article VI 5 or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, (x) which are not qualified as to materiality shall be true and correct in all material respects and (except in the case of a representation or warranty y) which are qualified by as to materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct correct, in all respects) each case, on and as of the date of such Credit ExtensionLoan Notice and after giving effect to such borrowing, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (except in respects, or true and correct, as the case of a representation or warranty qualified by materiality or Material Adverse Effectmay be, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 5.024.02, the representations and warranties contained in Section 6.05(bSections 5.11(a) and (b) shall be deemed to refer to the most-most recent statements furnished prior to the Closing Date or pursuant to Section 7.01(bSections 6.01(a) and (b), respectively. (b) No Default or Event of Default shall exist, have occurred and be continuing on such date or would result from such immediately after giving effect to the proposed Credit Extension or from the application of the proceeds thereofExtension. (c) [Reserved]. (d) The Administrative Agent shall have received a Request for Credit Extension Loan Notice in accordance with the requirements hereof. (de) After giving effect to making the Credit Extension requested on such proposed Credit ExtensionBorrowing Date, the Borrower Total Utilization of Revolving Commitments shall be not exceed the Revolving Commitments then in compliance effect; (f) On or before the date of issuance of any Letter of Credit, the Agent shall have received all other information required by the applicable Issuance Notice, and such other documents or information as any Issuing Bank may reasonably require in connection with Section 2.01(c). the issuance of such Letter of Credit Each Request for Credit Extension Loan Notice (other than a Committed Loan Notice notice of conversion requesting only a conversion of Committed Loans to the other Type Interest Type, or a continuation of LIBOR Eurodollar Rate Loans) submitted by the Borrower Company shall be deemed to be a representation and warranty that the conditions specified in Sections 5.02(a), 4.02(a) and (b), and (d) have been satisfied (or waived) on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender and each L/C Issuer to honor any Request for Credit Extension (other than a Committed Revolving Credit Loan Notice requesting only a conversion of Committed Revolving Credit Loans to the other Type, or a continuation of LIBOR Eurodollar Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article VI V 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 true and correct in all material respects (except in the case of for such representations and warranties that have a representation or warranty qualified by materiality or Material Adverse EffectEffect qualification, in which case 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 (except in the case of for such representations and warranties that have a representation or warranty qualified by materiality or Material Adverse EffectEffect qualification, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 5.024.02, the representations and warranties contained in Section 6.05(bSections 5.05(a) and (b) shall be deemed to refer to the most-most recent statements furnished pursuant to Section 7.01(bSections 6.01(a) and (b), respectively. (b) No 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 shall have received a Request for Credit Extension in accordance with the requirements hereof. (d) After giving effect to such proposed Credit Extension, the Borrower shall be in compliance with Section 2.01(c). 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 LIBOR Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 5.02(a), 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 Loan Notice requesting only a conversion Conversion of Committed Loans to the other another Type, or a continuation of LIBOR Term SOFR Loans) and of each L/C Issuer to issue each Letter of Credit is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article VI V or in any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, Document shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such Credit Extension, except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and (except ii) in the case of a any representation or and warranty qualified by materiality or Material Adverse Effectmateriality, in which case such representation or warranty they shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 5.02, the representations and warranties contained in Section 6.05(b) shall be deemed to refer to the most-recent statements furnished pursuant to Section 7.01(b). (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) After giving effect to the Credit Extension requested to be made on any such proposed Credit Extensiondate and the use of proceeds thereof, the Borrower no Overadvance shall be in compliance with Section 2.01(c)exist. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion Conversion of Committed Loans to the other another Type or a continuation of LIBOR Term SOFR Loans) submitted by the Borrower shall be deemed to be a representation and warranty by the Borrower that the conditions specified in Sections 5.02(a), (b), and (d) 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 Agent to cease making Loans and issuing Letters of Credit, the applicable Lenders will fund their Applicable Percentage of all Loans and L/C Advances and participate in all Swing Line Loans and Letters of Credit whenever made or issued, which are requested by the Borrower and which, notwithstanding the failure of the Loan Parties to comply with the provisions of this Article IV, are 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 LIBOR Eurodollar Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article VI V 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 true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case 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 (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 5.024.02, the representations and warranties contained in subsections (a) and (b) of Section 6.05(b) 5.05 shall be deemed to refer to the most-most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 7.01(b)6.01. (b) No 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 shall have received a Request for Credit Extension in accordance with the requirements hereof. (d) Administrative Agent and, if applicable, the applicable L/C Issuer shall have received a pro forma Borrowing Base Certificate, dated as of the date of the applicable Credit Extension. (e) After giving effect to such proposed Credit Extension, (i) the Total Outstandings do not exceed the lesser of (A) the Aggregate Commitments and (B) Borrowing Base Availability minus Borrowing Base Debt other than the Obligations; (ii) the amount of the credit extension does not exceed the unused portion of the Aggregate Commitments; (iii) the outstanding Borrowing Base Debt does not exceed Borrowing Base Availability; and (iv) Borrower shall be is in compliance with the covenants set forth in Section 2.01(c)7.13 calculated on a pro forma basis. 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 LIBOR Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 5.02(a), 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 Loan Notice Request for Credit Extension requesting only a conversion of Committed Loans to the other Type, or a continuation of LIBOR Eurodollar Rate Loans) is subject to the satisfaction or waiver of the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article VI or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, Document shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case 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 (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 5.02, the representations and warranties contained in subsections (a) and (b) of Section 6.05(b) 6.05 shall be deemed to refer to the most-most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01(b)7.01. (b) No 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 L/C Issuer and/or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. (d) After As such time as the Convertible Notes are outstanding, the Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower certifying that (i) such Credit Extension constitutes “Senior Debt” under, and as defined in, the Convertible Notes Indenture, and (ii) the “Total Leverage Ratio” under, and as defined in, the Convertible Notes Indenture, shall not exceed 5.5 to 1.0 as of the last day of any period of four consecutive fiscal quarters of the Borrower ending with the most recently completed fiscal quarter after giving effect to such proposed Credit Extension, the Borrower shall be in compliance with Section 2.01(c). 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 LIBOR Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 5.02(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 Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of LIBOR Loans) Eurocurrency RateTerm SOFR Loans or RFR 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 Borrower each Loan Party set forth in Article 5 and in each other Loan Party contained in Article VI or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, Document shall be true and correct in all material respects (except in the case of a that any representation and warranty that is qualified as to “materiality” or warranty qualified by materiality or “Material Adverse Effect, in which case such representation or warranty ” shall be true and correct in all respectsrespects as so qualified) on and as of the date of such Credit ExtensionExtension with the same effect as though made on and as of such date, except to the extent that such representations and warranties specifically refer expressly relate to an earlier date, in which case they shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 5.02, the representations and warranties contained in Section 6.05(b) shall be deemed to refer to the most-recent statements furnished pursuant to Section 7.01(b). (bii) No 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 relevant L/C Issuer or 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, the Borrower shall be in compliance with Section 2.01(c). 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 LIBOR Eurocurrency RateTerm SOFR Loans or RFR Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 5.02(a), (b), 4.02(i) and (dii) (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 or Letter of Credit Issuer to honor any Request for Credit Extension (other than a Committed Loan Notice one requesting only a conversion of Committed Loans to the other Type, Type or a continuation of LIBOR SOFR Loans) or make the initial Credit Extension hereunder is subject to satisfaction (or waiver by the applicable parties) of the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party Parties contained in Article VI 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 true and correct in all material respects (except in the case of other than representations and warranties that contain a representation or warranty qualified by materiality or Material Adverse Effectqualification, in which case 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 (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 5.025.02(a), the representations and warranties contained in subsections (a) and (b) of Section 6.05(b) 6.05 shall be deemed to refer to the most-most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01(b)7.01. (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 Except with respect to Credit Extensions in accordance with Section 4.04(c), the Administrative Agent and, if applicable, the Letter of Credit Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. (d) After In each case as determined on a pro forma basis after giving effect to such proposed Credit Extension, Extension as of the Borrower shall end of the Business Day on which such Credit Extension is to be in compliance with Section 2.01(c)made and Total Revolving Credit Outstandings do not exceed the Maximum Borrowing Amount. Each Request for Credit Extension (other than a Committed Loan Notice one requesting only a conversion of Committed Loans to the other Type or a continuation of LIBOR SOFR Loans) submitted by the Borrower Agent shall be deemed to be a representation and warranty that the conditions specified above in Sections 5.02(a), (b), and (d) this Section 5.02 have been satisfied on and as of the date of the applicable Credit Extension. As an additional condition to any Credit Extension, Administrative Agent may request any other information, certification, document, instrument or agreement as it deems appropriate.

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 LIBOR Eurodollar Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower Borrowers and each other Loan Party contained in Article VI V 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 true and correct in all material respects (except in and if the case of applicable representation and warranty is already subject to a representation or warranty qualified by materiality or Material Adverse Effectstandard, in which case 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 (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 5.024.02, the representations and warranties contained in subsections (a) and (b) of Section 6.05(b) 5.05 shall be deemed to refer to the most-most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01(b)6.01. (b) No Default shall exist, or would result from from, such proposed Credit Extension or from the application of the proceeds thereof. (c) There shall not have been commenced against any Consolidated Party an involuntary case under any applicable Debtor Relief Law, now or hereafter in effect, or any case, proceeding or other action for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of such Person or for any substantial part of its Property or for the winding up or liquidation of its affairs, and such involuntary case or other case, proceeding or other action shall remain undismissed. (d) The Administrative Agent and, if applicable, the 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, the Borrower shall be in compliance with Section 2.01(c). 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 LIBOR Eurodollar Rate Loans) submitted by the Borrower Borrowers shall be deemed to be a representation and warranty that the conditions specified in Sections 5.02(a4.02(a), (b), ) and (dc) 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 LIBOR Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article VI V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, Document shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all 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 (except in the case as of a such earlier date; provided, further that, any representation or and warranty that is qualified by materiality or as to “materiality,” “Material Adverse Effect, in which case such representation ” or warranty similar language shall be true and correct (after giving effect to any qualification therein) in all respects) as of respects on such earlier date, and except that for purposes of this Section 5.02, the representations and warranties contained in Section 6.05(b) shall be deemed to refer to the most-recent statements furnished pursuant to Section 7.01(b)respective dates. (b) 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 relevant 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, the Borrower shall be in compliance with Section 2.01(c). 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 LIBOR Loans) submitted by the a Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 5.02(a), 4.02(a) and (b), and (d) 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 excluding a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of LIBOR Loans) and of the Issuing Bank to issue each Letter of Credit is subject to the following conditions precedent: (a) The representations and warranties of the Borrower Borrowers and each other Loan Party contained in Article VI V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, Document shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all 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 (except in the case as of a such earlier date; provided, further that any representation or and warranty that is qualified by materiality or as to “materiality”, “Material Adverse Effect, in which case such representation ” or warranty similar language shall be true and correct (after giving effect to any qualification therein) in all respects) as of respects on such earlier date, and except that for purposes of this Section 5.02, the representations and warranties contained in Section 6.05(b) shall be deemed to refer to the most-recent statements furnished pursuant to Section 7.01(b)respective dates. (b) No 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 relevant Issuing Bank or the Swingline Lender shall have received a Request for Credit Extension (or with respect to Letters of Credit, such other notice required hereunder) in accordance with the requirements hereof. (d) After giving effect to such proposed Credit Extension, the Borrower shall be in compliance with Section 2.01(c). 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 LIBOR Loans) submitted by the Lead Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 5.02(a), 4.02(a) and (b), and (d) have been satisfied on and as of the date of the applicable Credit Extension and, if such Request for a Credit Extension is for a Revolving Credit Extension, that after giving effect to such Credit Extension the Borrowers shall continue to be in compliance with the Borrowing Base.

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 but not any continuation or conversion of Committed Loans to the other Type, or a continuation of LIBOR LoansLoan) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article VI V 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 true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such Credit Extension, except that (x) any such representation and warranty that is qualified by materiality or a reference to Material Adverse Effect shall be true and correct in all respects on and as of the date of such Credit Extension and (y) to the extent that any such representations representation and warranties warranty specifically refer refers to an earlier date, in which case they each such representation and warranty shall be true and correct in all material respects as of such earlier date (except in the case of a that any such representation or and warranty that is qualified by materiality or reference to Material Adverse Effect, in which case such representation or warranty Effect shall be true and correct in all respects) respects as of such earlier date), and except that for purposes of this Section 5.024.02, the representations and warranties contained in Section 6.05(b) 5.05 shall be deemed to refer to the most-most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01(b)6.04. (b) No 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 L/C Issuer and/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, the Borrower shall be in compliance with Section 2.01(c). Each Request for Credit Extension (other than a Committed Loan Notice requesting only a any continuation or conversion of Committed Loans to the other Type or a continuation of LIBOR LoansLoan) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 5.02(a), 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 Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of LIBOR Eurodollar Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article VI V 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 true and correct in all material respects (except or in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case all respects if any such representation or warranty shall be true and correct in all respectsis qualified by “material” or “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 (except or in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case all respects if any such representation or warranty shall be true and correct in all respectsis qualified by “material” or “Material Adverse Effect”) as of such earlier date, and except that for purposes of this Section 5.024.02, the representations and warranties contained in subsections (a) and (b) of Section 6.05(b) 5.05 shall be deemed to refer to the most-most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01(b)6.01. (b) No 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 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, the Borrower shall be in compliance with Section 2.01(c). 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 LIBOR Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 5.02(a), 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 Loan Notice Draw Request requesting only a conversion of Committed Loans to the other Type, or a continuation of LIBOR Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article VI 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 true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case 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 (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 5.02, the representations and warranties contained in Section 6.05(b) shall be deemed to refer to the most-recent statements furnished pursuant to Section 7.01(b). (b) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof. (c) The Administrative Agent shall have received a Request for Credit Extension in accordance with the requirements hereof. (d) After giving effect to such proposed Credit Extension, the Borrower shall be in compliance with Section 2.01(c). 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 LIBOR Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 5.02(a), (b), and (d) have been satisfied on and as of the date of the applicable Credit Extension2.

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 LIBOR Loans) Eurocurrency Rate Loans and other than a Request for Credit Extension in connection with an Incremental Amendment, which shall be governed by Section 2.14(d)), is subject to the following conditions precedent: (ai) The representations and warranties of the Borrower each Loan Party set forth in Article V and in each other Loan Party contained in Article VI or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, Document shall be true and correct in all material respects (except in the case of a that any representation and warranty that is qualified as to “materiality” or warranty qualified by materiality or “Material Adverse Effect, in which case such representation or warranty ” shall be true and correct in all respectsrespects as so qualified) on and as of the date of such Credit ExtensionExtension with the same effect as though made on and as of such date, except to the extent that such representations and warranties specifically refer expressly relate to an earlier date, in which case they shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 5.02, the representations and warranties contained in Section 6.05(b) shall be deemed to refer to the most-recent statements furnished pursuant to Section 7.01(b). (bii) No 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 relevant 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, the Borrower shall be in compliance with Section 2.01(c). 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 LIBOR Eurocurrency Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 5.02(a), (b), 4.02(i) and (dii) (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 a Committed Revolving Credit Loan Notice requesting only a conversion of Committed Revolving Credit Loans to the other Type, or a continuation of LIBOR Eurodollar Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article VI V 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 true and correct in all material respects (except in the case of for such representations and warranties that have a representation or warranty qualified by materiality or Material Adverse EffectEffect qualification, in which case 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 (except in the case of for such representations and warranties that have a representation or warranty qualified by materiality or Material Adverse EffectEffect qualification, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 5.024.02, the representations and warranties contained in Section 6.05(bSections 5.05(a) and (b) shall be deemed to refer to the most-most recent statements furnished pursuant to Section 7.01(bSections 6.01(a) and (b), respectively. (b) No 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 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, the Borrower shall be in compliance with Section 2.01(c). 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 LIBOR Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 5.02(a), 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 a 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 LIBOR Eurodollar Rate Loans) is subject to the following conditions precedent: (a) The there exists no Default or Event of Default; (b) the representations and warranties of the Borrower and each other Loan Party contained in Article VI or ARTICLE V are (i) with respect to representations and warranties that contain a qualification as to materiality, true and correct in all respects (after giving effect to any other Loan Documentsuch qualification therein), or which are contained in any document furnished at any time under or in connection herewith or therewithand (ii) with respect to representations and warranties that do not contain a qualification as to materiality, shall be true and correct in all material respects respects, in each case as of the date of such Borrowing or date for issuance of such Letter of Credit (other than the representation and warranty set forth in Section 5.05, which shall only be made by the Borrower as of the date of this Agreement) except in to the case of a extent any such representation or warranty qualified by materiality or Material Adverse Effectis stated to relate solely to an earlier date, in which case such representation or warranty shall be (i) with respect to representations and warranties that contain a qualification as to materiality, true and correct in all respectsrespects (after giving effect to any such qualification therein), and (ii) on and as of the date of such Credit Extension, except with respect to the extent that such representations and warranties specifically refer that do not contain a qualification as to an earlier datemateriality, in which case they shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effectrespects, in which each case such representation or warranty shall be true on and correct in all respects) as of such earlier date, and except that for purposes of this Section 5.02, the representations and warranties contained in Section 6.05(b) shall be deemed to refer to the most-recent statements furnished pursuant to Section 7.01(b). (b) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof.; and (c) The Administrative Agent shall have received a Request for Credit Extension in accordance with the requirements hereof. (d) After after giving effect to such proposed Credit ExtensionLoan and the other Loans being made as a part of such Borrowing or the issuance of such Letter of Credit, the Borrower shall be in compliance with Section 2.01(c)Total Outstandings do not exceed the Aggregate Commitments. Each Request for a 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 LIBOR Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 5.02(a), 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 Loan Notice requesting only a conversion of Committed Loans to Extension, whether on the other TypeClosing Date or at any time thereafter, or a continuation of LIBOR Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article VI 5 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 true and correct (i) if such date is the Closing Date, on and as of such date and (ii) otherwise, in all material respects (except in the case of a provided, that if any representation or warranty is by its terms qualified by materiality or Material Adverse Effectconcepts of materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such Credit Extensiondate, 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 in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 5.024.02 , the representations and warranties contained in subsections (a) and (b) of Section 6.05(b) 5.05 shall be deemed to refer to the most-most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01(b6.01 ; provided that, on the Closing Date, such representations and warranties shall be limited to the Borrowers and their respective Subsidiaries (excluding the Target and its Subsidiaries). (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) After giving effect to such Credit Extension, the total Revolving Exposures shall not exceed the total Revolving Commitments. (d) The Administrative Agent shall have received a Request for Credit Extension in accordance with the requirements hereof. (d) After giving effect to such proposed Credit Extension, the Borrower shall be in compliance with Section 2.01(c). 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 LIBOR Loans) submitted by the Borrower Representative shall be deemed to be a representation and warranty by the Loan Parties that the conditions specified in Sections 5.02(a), (b), and (d) Section 4.02 have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of the 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 LIBOR Loansany outstanding Loan or any Credit Extension the proceeds of which are to reimburse (i) the Swingline Lender for Swingline Loans or (ii) the L/C Issuer for amounts drawn under a Letter of Credit) is subject to the following additional conditions precedentprecedent that: (a) The no Default or Event of Default shall have occurred and be continuing or would result from such proposed Credit Extension or from the application of proceeds thereof; (b) the representations and warranties of the Borrower and each other Loan Party contained in Article 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, shall be true and correct correct, in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effectrespects, in which case such representation or warranty shall be true and correct in all 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 (except in the case of a representation or warranty qualified by materiality or Material Adverse Effectrespects, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 5.02, the representations and warranties contained in Section 6.05(b6.04(a) and (b) shall be deemed to refer to the most-most recent statements furnished pursuant to Section 7.01(b) and (a). (b) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof.respectively; (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 L/C Issuer shall have received a Request for Credit Extension in accordance with the requirements hereof. (d) After giving effect to such proposed Credit Extension, the Borrower shall be in compliance with Section 2.01(c). 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 LIBOR Loans) submitted by the The Borrower 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 5.02(a), (b), and (d) 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 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 LIBOR Loansany outstanding Loan) is subject to the following additional conditions precedentprecedent that: (a) The no Default or Event of Default shall have occurred and be continuing or would result from such proposed Credit Extension or from the application of proceeds thereof; (b) the representations and warranties of the Borrower Company and each other Loan Party contained in Article 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, shall be true and correct correct, in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effectrespects, in which case such representation or warranty shall be true and correct in all 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 (except in the case respects, as of a such earlier date; provided that any representation or and warranty that is qualified by materiality or as to “materiality”, “Material Adverse Effect, in which case such representation ” or warranty similar language shall be true and correct in all respects) as respects on the date of such Credit Extension or on such earlier date, as the case may be (after giving effect to such qualification); and except that for purposes of this Section 5.02, the representations and warranties contained in Section 6.05(b6.04(a)(i) and (ii) shall be deemed to refer to the most-most recent statements furnished pursuant to Section 7.01(b). 7.01(a) and (b) No Default shall exist), or would result from such proposed Credit Extension or from the application of the proceeds thereof.respectively; (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 L/C Issuers 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, the Borrower shall be in compliance with Section 2.01(c). 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 LIBOR Loans) submitted by the Borrower The Company shall be deemed to be have made a representation and warranty hereunder as of the time of each Credit Extension hereunder that the conditions specified in Sections 5.02(a), (b), and (d) 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 Conversion of Committed Loans to the other Type, or a continuation of LIBOR Rate Loans) and of each L/C Issuer to issue each Letter of Credit is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article VI V or in any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, Document shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such Credit Extension, except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and (except ii) in the case of a any representation or and warranty qualified by materiality or Material Adverse Effectmateriality, in which case such representation or warranty they shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 5.02, the representations and warranties contained in Section 6.05(b) shall be deemed to refer to the most-recent statements furnished pursuant to Section 7.01(b). (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 L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. (d) After giving effect to the Credit Extension requested to be made on any such proposed Credit Extensiondate and the use of proceeds thereof, the Borrower no Overadvance shall be in compliance with Section 2.01(c)exist. 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 LIBOR Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty by the Borrower that the conditions specified in Sections 5.02(a), (b), and (d) 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 Agent to cease making Loans and issuing Letters of Credit, the applicable Lenders will fund their Applicable Percentage of all Loans and L/C Advances and participate in all Swing Line Loans and Letters of Credit whenever made or issued, which are requested by the Borrower and which, notwithstanding the failure of the Loan Parties to comply with the provisions of this Article IV, are 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 the Finance Parties to honor any Request for make a Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to including the other Type, or a continuation of LIBOR Loansinitial Credit Extension) is additionally subject to the satisfaction of the following conditions precedentconditions: (a) The with respect to Loans, the Administrative Agent shall have received a written Borrowing Request in accordance with the requirements hereof; (b) with respect to Syndicated Letters of Credit, the LC Administrator and the Administrative Agent shall have received a written Syndicated Letter of Credit Notice in accordance with the requirements hereof; (c) with respect to Fronted Letters of Credit, the Fronting Bank and the Administrative Agent shall have received a written Fronted Letter of Credit Notice in accordance with the requirements hereof; (d) the representations and warranties of the Borrower and each other Loan Party contained set forth in Article VI or this Agreement and in any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, Document shall be true and correct in all material respects (except or, in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case any such representation or warranty shall be true and correct already qualified by materiality, in all respects) on and as of the date of such Credit ExtensionExtension (or, 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 in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case any such representation or warranty shall be true and correct in all respects) expressly stated to have been made as of a specific date, as of such earlier specific date, and except that for purposes of this Section 5.02, the representations and warranties contained in Section 6.05(b) shall be deemed to refer to the most-recent statements furnished pursuant to Section 7.01(b).; (be) No no Default shall exist, have occurred and be continuing or would result from such proposed Credit Extension or from the application of proceeds thereof; and (f) if any Swingline Loan is then outstanding hereunder, such Swingline Loan shall be repaid on or prior to (or using the proceeds thereof. (cof) The Administrative Agent shall have received a such Credit Extension. Each Borrowing Request for or Letter of Credit Notice hereunder and each Credit Extension in accordance with the requirements hereof. (d) After giving effect to such proposed Credit Extension, the Borrower shall be in compliance with Section 2.01(c). 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 LIBOR Loans) submitted by the Borrower shall be deemed to be constitute a representation and warranty that by the conditions specified in Sections 5.02(a), (b), and (d) have been satisfied Loan Parties on and as of the date of the applicable Credit ExtensionExtension as to the matters specified in clauses (b) and (c) above in this Section.

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 LIBOR SOFR Loans) is subject to the following conditions precedent: (a) The Subject in the case of any Borrowing in connection with a New Loan Commitment to the provisions in Section 1.02(i), the representations and warranties of the Borrower and each other Loan Party contained in Article VI V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, Document shall be true and correct in all material respects (except and in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case all respects if any such representation or warranty shall be true and correct in all respectsis 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 (except and in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case all respects if any such representation or warranty shall be true and correct in all respectsis already qualified by materiality) as of such earlier date, and except that for purposes of this Section 5.02, the representations and warranties contained in Section 6.05(b) shall be deemed to refer to the most-recent statements furnished pursuant to Section 7.01(b). (b) No Subject in the case of any Borrowing in connection with a New Loan Commitment to the provisions in Section 1.02(i), 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 shall have received a Request for Credit Extension in accordance with the requirements hereof. (d) After giving effect to such proposed Credit Extension, the Borrower shall be in compliance with Section 2.01(c). Each 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 LIBOR SOFR Loans) submitted by the Borrower Borrowers shall be deemed to be a representation and warranty that the conditions specified in Sections 5.02(a), 4.02(a) and (b), and (d) 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 LIBOR Term SOFR Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article VI V 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, 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 case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respectstext 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 case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respectstext thereof) as of such earlier date, and except that for purposes of this Section 5.024.02, the representations and warranties contained in subsections (a) and (b) of Section 6.05(b) 5.05 shall be deemed to refer to the most-most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 7.01(b)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 shall have received a Request for Credit Extension in accordance with the requirements hereof. (d) After giving effect to such proposed Credit Extension, the Borrower shall be in compliance with Section 2.01(c). 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 LIBOR Term SOFR Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 5.02(a), 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 Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of LIBOR Loans) Eurocurrency Rate 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 Borrower each Loan Party set forth in Article V and in each other Loan Party contained in Article VI or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, Document shall be true and correct in all material respects (except in the case of a that any representation and warranty that is qualified as to “materiality” or warranty qualified by materiality or “Material Adverse Effect, in which case such representation or warranty ” shall be true and correct in all respectsrespects as so qualified) on and as of the date of such Credit ExtensionExtension with the same effect as though made on and as of such date, except to the extent that such representations and warranties specifically refer expressly relate to an earlier date, in which case they shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 5.02, the representations and warranties contained in Section 6.05(b) shall be deemed to refer to the most-recent statements furnished pursuant to Section 7.01(b). (bii) No 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 relevant 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, the Borrower shall be in compliance with Section 2.01(c). 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 LIBOR Eurocurrency Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 5.02(a4.02(i) and 4.02(ii) (or, in the case of a Request for Credit Extension for an Incremental Facility, the conditions specified in Section 2.14(d), (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 Loan Notice Draw Request requesting only a conversion of Committed Loans to the other Type, or a continuation of LIBOR Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article VI 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 true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case 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 (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 5.02, the representations and warranties contained in Section 6.05(b) shall be deemed to refer to the most-recent statements furnished pursuant to Section 7.01(b). (b) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof. (c) The Administrative Agent shall have received a Request for Credit Extension in accordance with the requirements hereof. (d) After giving effect to such proposed Credit Extension, the Borrower shall be in compliance with Section 2.01(c). 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 LIBOR Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 5.02(a), (b), and (d) have been satisfied on and as of the date of the applicable Credit Extension.2.01

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 LIBOR LoansEurocurrency Rate Loans and other than a Request for Credit Extension for an Incremental Loan which instead shall be governed by Section 2.14(d)) is subject to the following conditions precedent:precedent (each such event being called a “Credit Event”): (ai) The representations and warranties of the Borrower each Loan Party set forth in Article V and in each other Loan Party contained in Article VI or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, Document shall be true and correct in all material respects (except in the case of a that any representation or and warranty that is qualified by materiality or as to “materiality”, “Material Adverse Effect, in which case such representation ” or warranty similar language shall be true and correct in all respectsrespects as so qualified) on and as of the date of such Credit ExtensionExtension with the same effect as though made on and as of such date, except to the extent that such representations and warranties specifically refer expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date (except in the case of a that any representation or and warranty that is qualified by materiality or as to “materiality”, “Material Adverse Effect, in which case such representation ” or warranty similar language shall be true and correct in all respects) respects as of such earlier date, and except that for purposes of this Section 5.02, the representations and warranties contained in Section 6.05(b) shall be deemed to refer to the most-recent statements furnished pursuant to Section 7.01(bso qualified). (bii) No At the time of and immediately after such Credit Event, 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 shall have received a Request for Credit Extension in accordance with the requirements hereof. (d) After giving effect to such proposed Credit Extension, the Borrower shall be in compliance with Section 2.01(c). 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 LIBOR Eurocurrency Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 5.02(a), (b), Section 4.02(i) and (dii) (or, in the case of a Request for Credit Extension for an Incremental Loan, 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 LIBOR LoansEurocurrency Rate Loans and other than a Request for Credit Extension for an Incremental Term Loan which shall be governed by Section 2.14(d)) including on the Closing Date is subject to the following conditions precedent: (ai) The representations and warranties of the Borrower each Loan Party set forth in Article V and in each other Loan Party contained in Article VI or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, Document shall be true and correct in all material respects (except in the case of a that any representation and warranty that is qualified as to “materiality” or warranty qualified by materiality or “Material Adverse Effect, in which case such representation or warranty ” shall be true and correct in all respectsrespects as so qualified) on and as of the date of such Credit ExtensionExtension with the same effect as though made on and as of such date, except to the extent that such representations and warranties specifically refer expressly relate to an earlier date, in which case they shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 5.02, the representations and warranties contained in Section 6.05(b) shall be deemed to refer to the most-recent statements furnished pursuant to Section 7.01(b). (bii) No 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 shall have received a Request for Credit Extension in accordance with the requirements hereof. (div) After giving effect to the Borrower is in pro forma compliance with the financial covenant level set forth in Section 7.11 then in effect. (v) The Revolving Credit Exposure does not, and after making any such proposed Credit ExtensionExtension would not, exceed the Borrower shall be in compliance with Section 2.01(c). Revolving Credit Commitments; 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 LIBOR Eurocurrency Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 5.02(a), (b), 4.02(i) and (dii) (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 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 LIBOR Eurodollar Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article VI V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, that are qualified by materiality shall be true and correct on and as of the date of such Credit Extension, and the representations and warranties of the Borrower 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, that are not qualified by materiality shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case 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 (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all material respects, as the case may be) as of such earlier date, and except that for purposes of this Section 5.024.02, the representations and warranties contained in subsections (a) and (b) of Section 6.05(b) 5.05 shall be deemed to refer to the most-most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01(b)6.01; provided that the representations and warranties set forth in Sections 5.05(a)(iii) and 5.05(c) shall not be required to be made with any Credit Extension except any initial Credit Extension made on the Closing Date. (b) No 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 L/C Issuer shall have received a Request for Credit Extension in accordance with the requirements hereof. (d) After giving effect to such proposed Credit Extension, the Borrower shall be in compliance with Section 2.01(c). 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 LIBOR Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 5.02(a), 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 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 LIBOR SOFR Loans) is subject to the following conditions precedent, and in the case of an Incremental Term Loan being used to finance a Limited Condition Acquisition, to Section 1.08: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article VI 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, shall be true and correct in all material respects (except in the case of a representation or warranty other than those representations and warranties that are expressly qualified by materiality or Material Adverse EffectEffect or other materiality, in which case such representation or warranty 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 (except in the case of a representation or warranty other than those representations and warranties that are expressly qualified by materiality or Material Adverse EffectEffect or other materiality, in which case such representation or warranty representations and warranties shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 5.02, the representations and warranties contained in Section 6.05(b) shall be deemed to refer to the most-recent statements furnished pursuant to Section 7.01(b). (b) No 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 L/C Issuer or the Swingline Lender, if no Autoborrow Agreement is then in effect, shall have received a Request for Credit Extension in accordance with the requirements hereof. (d) After giving effect to such proposed Credit Extension, the Borrower shall be in compliance with Section 2.01(c). 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 LIBOR SOFR Loans) submitted by the Borrower Borrower, and each Borrowing of Swingline Loans pursuant to an Autoborrow Agreement, shall be deemed to be a representation and warranty that the conditions specified in Sections 5.02(a), 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 Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of LIBOR Term SOFR Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article VI V 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 true and correct in all material respects (except or in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case all respects if any such representation or warranty shall be true and correct in all respectsis qualified by “material” or “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 (except or in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case all respects if any such representation or warranty shall be true and correct in all respectsis qualified by “material” or “Material Adverse Effect”) as of such earlier date, and except that for purposes of this Section 5.024.02, the representations and warranties contained in subsections (a) and (b) of Section 6.05(b) 5.05 shall be deemed to refer to the most-most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01(b)6.01. (b) No 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 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, the Borrower shall be in compliance with Section 2.01(c). 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 LIBOR Term SOFR Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 5.02(a), 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 the Lender to honor make 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 LIBOR Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained contained: (i) in this Agreement (including Article VI V), the Guaranty or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, the Pledge Agreement shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case 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 (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 5.024.02, the representations and warranties contained in subsections (a) and (b) of Section 6.05(b) 5.05 shall be deemed to refer to the most-most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01(b)6.01; and (ii) in any other Loan Document, or which are contained in any other document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (provided that to the extent any such representation or warranty is already qualified as to “materiality” or words to similar effect, the materiality qualifier of this clause (ii) shall be deemed not to apply) on and as of the date of such Credit Extension, except to the extent that any such representation or warranty specifically refers to an earlier date, in which case it shall be deemed to be made as of such earlier specified date. (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) There has not occurred since June 28, 2009, any event or circumstance that either individually or in the aggregate has resulted in or could reasonably be expected to result in a material adverse change in, or a material adverse effect upon, the operations, business, properties, assets, liabilities (actual or contingent), condition (financial or otherwise) or prospects of the Borrower or the Borrower and its Subsidiaries taken as a whole. (d) The Administrative Agent Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. (d) After , and such Request for Credit Extension shall also certify that the Consolidated Leverage Ratio, determined on a pro forma basis after giving effect to the Credit Extension so requested, will be equal to or less than 2:00 to 1:00. For purposes of calculating the Consolidated Leverage Ratio in connection with a request for any such proposed Credit Extension, (i) the Borrower Consolidated Funded Indebtedness shall be in compliance with Section 2.01(c)determined as of the date of such Credit Extension after giving effect on a pro forma basis to such Credit Extension and (ii) the Consolidated EBITDA shall be determined as of the last Fiscal Period for which financial statements have been delivered. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans a Loan to the other Type or a continuation of LIBOR Loansa Eurodollar Rate Loan) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 5.02(a4.02(a), (b), ) and (dc) 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 LIBOR Eurocurrency Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of the each Borrower and each other Loan Party contained in Article VI 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, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case 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 (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 5.024.03, the representations and warranties contained in Section 6.05(b5.08(a) shall be deemed to refer to the most-most recent statements furnished pursuant to Section 7.01(bSections 6.01(a) and 6.01(b), respectively. (b) No 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, any Swing Line Lender or the L/C Issuer, shall have received a Request for Credit Extension in accordance with the requirements hereof. (d) After giving effect If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.16 related to the designation of such proposed Credit Extension, the Borrower as a Designated Borrower shall be in compliance with Section 2.01(c)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 Type or a continuation of LIBOR Eurocurrency Rate Loans) submitted by the Borrower Company, shall be deemed to be a representation and warranty that the conditions specified in Sections 5.02(a4.03(a), (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 Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of LIBOR Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article VI, or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith that are subject to materiality or Material Adverse Effect qualifications, shall be true and correct in all respects and the. representations and warranties of the Borrower and each other Loan Party contained in Article VI or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewiththerewith that are not subject to materiality or Material Adverse Effect qualifications, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effectrespects, in which each case 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 (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 5.02, the representations and warranties contained in subsections (a) and (b) of Section 6.05(b) 6.05 shall be deemed to refer to the most-most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01(b)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 thereofExtension. (c) The Administrative Agent and, if applicable, the 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 ExtensionThe Administrative Agent shall have received each additional document, the Borrower shall be in compliance with Section 2.01(c)instrument, legal opinion or other item reasonably requested by it. 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 LIBOR Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections Section 5.02(a), (b), ) and (dSection 5.02(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 a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of LIBOR LoansEurocurrency Rate Loans and other than a Request for Credit Extension for an Incremental Loan which shall be governed by Section 2.14(d)) after the Closing Date is subject to the following conditions precedent: (ai) The representations and warranties of the Borrower each Loan Party set forth in Article V and in each other Loan Party contained in Article VI or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, Document shall be true and correct in all material respects (except in the case of a that any representation and warranty that is qualified as to “materiality” or warranty qualified by materiality or “Material Adverse Effect, in which case such representation or warranty ” shall be true and correct in all respectsrespects as so qualified) on and as of the date of such Credit ExtensionExtension with the same effect as though made on and as of such date, except to the extent that such representations and warranties specifically refer expressly relate to an earlier date, in which case they shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 5.02, the representations and warranties contained in Section 6.05(b) shall be deemed to refer to the most-recent statements furnished pursuant to Section 7.01(b). (bii) No 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 relevant 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, the Borrower shall be in compliance with Section 2.01(c). 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 LIBOR Eurocurrency Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 5.02(a), (b), 4.02(i) and (dii) (or, in the case of a Request for Credit Extension for an Incremental Loan, 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 LIBOR Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article VI V 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 true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case 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 (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 5.024.02, the representations and warranties contained in Section 6.05(bSections 5.05(a) and (b) shall be deemed to refer to the most-most recent statements furnished pursuant to Section 7.01(bSections 6.01(a) and (b), respectively. (b) No 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 L/C Issuer, shall have received a Request for Credit Extension in accordance with the requirements hereof. (d) After In the case of any Credit Extension to be made prior to the Collateral Release, the Borrowing Base exceeds the Total Outstandings at such time, after giving effect to such proposed Credit Extension, and the Borrower shall have delivered to the Administrative Agent a duly completed and executed Borrowing Base Certificate demonstrating the same. (e) The Borrower and the Guarantor shall be in compliance with the applicable financial covenants set forth in Section 2.01(c)7.11 and, in the case of any Credit Extension to be made at or following the Collateral Release, the Borrower shall have delivered to the Administrative Agent a duly completed and executed Compliance Certificate demonstrating the same. 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 LIBOR LoansType) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 5.02(a), 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 Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of LIBOR Eurodollar Rate Loans) is subject to the following conditions precedent: (a) Borrower shall have provided Lender with an update to the title report prepared by ▇▇▇▇▇▇ ▇. ▇▇▇▇ on May 14, 2015 together with any additional information required by Lender to update or complete, if deemed necessary by Lender, any legal descriptions. (b) The representations and warranties of the Borrower and each other Loan Party contained in Article VI 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 true and correct in all material respects (except in the case of a unless any such representation or warranty is qualified by materiality or Material Adverse Effectas to materiality, in which case such representation or 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 (except in the case of a unless any such representation or warranty is qualified by materiality or Material Adverse Effectas to materiality, in which case such representation or and warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 5.02, the representations and warranties contained in subsections (a) and (b) of Section 6.05(b) 6.05 shall be deemed to refer to the most-most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01(b)7.01. (bc) No Default or Material Adverse Effect shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof. (cd) The Administrative Agent Lender and, if applicable, the L/C Issuer shall have received a Request for Credit Extension in accordance with the requirements hereof. (de) After giving effect Lender shall have received, in form and substance satisfactory to it, such proposed Credit Extensionother assurances, certificates or consents related to the Borrower shall be in compliance with Section 2.01(c)foregoing as Lender may reasonably and timely require. 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 LIBOR Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 5.02(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 Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of LIBOR Eurodollar Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower Borrowers and each other Loan Party contained in Article VI V 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 true and correct in all material respects (except or in all respects in the case of a representation or warranty qualified by containing a materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respectsqualifier) 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 in the case of unless such representation and warranty is subject to a representation or warranty qualified by materiality or Material Adverse Effect, Effect qualifier in which case such representation or warranty shall it will be true and correct in all respects) on and as of the date of such earlier dateCredit Extension, it being understood and agreed that any violation of any covenant contained in Section 7.08 shall be deemed material such that any representation with respect to compliance therewith shall be deemed material in any event, and except that for purposes of this Section 5.024.02, the representations and warranties contained in subsections (a) and (b) of Section 6.05(b) 5.05 shall be deemed to refer to the most-most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01(b)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 shall have received a Request for Credit Extension in accordance with the requirements hereof. (d) After giving effect The Administrative Agent shall have received evidence satisfactory to such proposed Credit Extension, it that the Borrower shall be in compliance with Section 2.01(c)Specified Acquisition has been consummated pursuant to the terms and conditions thereof. 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 LIBOR Eurodollar Rate Loans) submitted by the Borrower Borrowers shall be deemed to be a representation and warranty that the conditions specified in Sections 5.02(a), 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 or Letter of Credit Issuer to honor any Request for Credit Extension (other than a Committed Loan Notice one requesting only a conversion of Committed Loans to the other Type, Type or a continuation of LIBOR SOFR Loans) or make the initial Credit Extension hereunder is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party Parties contained in Article VI 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 true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case 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 (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 5.025.02(a), the representations and warranties contained in subsections (a) and (b) of Section 6.05(b) 6.05 shall be deemed to refer to the most-most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01(b)7.01. (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) At the time of such Credit Extension, no event or circumstance shall exist that has or could reasonably be expected to have a Material Adverse Effect. (d) The Administrative Agent and, if applicable, the Letter of Credit 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, the Borrower shall be in compliance with Section 2.01(c). Each Request for Credit Extension (other than a Committed Loan Notice one requesting only a conversion of Committed Loans to the other Type or a continuation of LIBOR SOFR Loans) submitted by the Borrower Agent shall be deemed to be a representation and warranty that the conditions specified above in Sections 5.02(a), (b), and (d) this Section 5.02 have been satisfied on and as of the date of the applicable Credit Extension. As an additional condition to any Credit Extension, Administrative Agent may request any other information, certification, document, instrument or agreement as it deems appropriate.

Conditions to all Credit Extensions. The obligation of each Lender (including each Swingline Lender) and each Issuing Bank to honor any Request for make a Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to including its initial Credit Extensions on the other Type, or a continuation of LIBOR LoansClosing Date) is additionally subject to the satisfaction of the following conditions precedentconditions: (a) The the Administrative Agent and, if applicable, the applicable Swingline Lender or the applicable Issuing Bank shall have received a written Borrowing Request or request for L/C Credit Extension, as applicable, from the Parent Borrower in accordance with the requirements hereof; (b) the representations and warranties of the Borrower Loan Parties set forth in this Agreement and each other Loan Party contained in Article VI or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, Document shall be true and correct in all material respects (except or, in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case any such representation or warranty shall be true and correct already qualified by materiality, in all respects) on and as of the date of such Credit ExtensionExtension (or, 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 in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case any such representation or warranty shall be true and correct in all respects) expressly stated to have been made as of a specific date, as of such earlier specific date, and except that for purposes of this Section 5.02, the representations and warranties contained in Section 6.05(b) shall be deemed to refer to the most-recent statements furnished pursuant to Section 7.01(b).; (bc) No no Default or Event of Default shall exist, have occurred and be continuing or would result from such proposed Credit Extension or from the application of the proceeds thereof. (c) The Administrative Agent shall have received a Request for Credit Extension in accordance with the requirements hereof.; (d) After giving effect after the making of the requested Credit Extensions, the aggregate Revolving Credit Exposures shall not exceed the Aggregate Commitments then in effect; and (e) such Credit Extension shall be permitted to be made under the Senior Notes and the Senior Notes Indenture at the time of such proposed Credit Extension. Each Borrowing Request or request for L/C Credit Extension, as applicable, by the Parent Borrower shall be in compliance with Section 2.01(c). Each Request for hereunder and each Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of LIBOR Loans) submitted by the Borrower shall be deemed to be constitute a representation and warranty that by the conditions specified in Sections 5.02(a), (b), and (d) have been satisfied Borrowers on and as of the date of the applicable Credit ExtensionExtension as to the matters specified in clauses (b) through (e) above in this Section.

Conditions to all Credit Extensions. The obligation of each Lender or the L/C Issuer, as the case may be, 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 LIBOR SOFR Loans) is subject to the satisfaction of the conditions in Section 4.1 and the following additional conditions precedent: (a) The Each of the representations and warranties of the Borrower and each other Loan Party contained Parties set forth in Article VI or any other the Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, Documents shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effectrespects, in which each case such representation or warranty shall be true and correct in all respects) on and as of the such date as if made on and as of such Credit Extensiondate, except 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 (except in the case as of a such earlier date; provided further that any representation or and warranty that is qualified by materiality or as to “materiality”, “Material Adverse Effect, in which case such representation ” or warranty similar language shall be true and correct (after giving effect to any qualification therein) in all respects) as of respects on such earlier date, and except that for purposes of this Section 5.02, the representations and warranties contained in Section 6.05(b) shall be deemed to refer to the most-recent statements furnished pursuant to Section 7.01(b)respective dates. (b) No Material Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereoftherefrom (including compliance with the Collateral Pool Availability after giving effect to the making of the requested Loans). (c) The Administrative Agent and, if applicable, the L/C Issuer, shall have received a Request for Credit Extension in accordance with the requirements hereof. (d) After giving effect The Administrative Agent shall have received and the Required Lenders shall have approved the Due Diligence Package with respect to the Collateral Pool Property to be financed by such proposed Credit Extension, the Borrower shall be in compliance accordance with Section 2.01(c4.3(b), and all conditions precedent set forth in Section 4.3(b)(iii) shall have been satisfied with respect to such Collateral Pool Property. (e) In the case of a Borrowing under an Incremental Facility, each of the applicable requirements set forth in Section 2.11 shall have been satisfied. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of LIBOR SOFR Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the applicable conditions specified in Sections 5.02(a), 4.2(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 Loan Notice or Term Loan Notice requesting only a conversion of Committed the Loans to the other Type, Type or a continuation of LIBOR LoansLoans as the same Type) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article VI or any other Loan DocumentV, or which are contained in any document Loan Document furnished at any time under or in connection herewith or therewithherewith, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case 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 (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 5.02, the representations and warranties contained in Section 6.05(b) shall be deemed to refer to the most-recent statements furnished pursuant to Section 7.01(b). (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) No order, judgment, injunction or decree of any Governmental Authority shall purport to enjoin or restrain any Lender or the L/C Issuer from making such proposed Credit Extension. (d) The Administrative Agent and, if applicable, the 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, the Borrower shall be in compliance with Section 2.01(c). Each Request for Credit Extension (other than a Committed Revolving Loan Notice or Term Loan Notice requesting only a conversion of Committed the Loans to the other Type or a continuation of LIBOR LoansLoans as the same Type) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 5.02(a), 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 Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of LIBOR Eurodollar Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article VI V 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 Closing Date and (ii) with respect to such representations and warranties of the Borrower and each other Loan Party after the Closing Date, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all 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 in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 5.024.02, the representations and warranties contained in Section 6.05(bSections 5.05(a) and (b) shall be deemed to refer to the most-most recent statements furnished pursuant to Section 7.01(bSections 6.01(a) and (b), respectively. (b) No 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 L/C Issuer shall have received a Request for Credit Extension in accordance with the requirements hereof. (d) After giving effect to such proposed Credit Extension, the Borrower shall be in compliance with Section 2.01(c). 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 LIBOR Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 5.02(a), 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 Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of LIBOR LoansBenchmark Rate 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 Borrower each Loan Party set forth in Article V and in each other Loan Party contained in Article VI or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, Document shall be true and correct in all material respects (except in the case of a that any representation and warranty that is qualified as to “materiality” or warranty qualified by materiality or “Material Adverse Effect, in which case such representation or warranty ” shall be true and correct in all respectsrespects as so qualified) on and as of the date of such Credit ExtensionExtension with the same effect as though made on and as of such date, except to the extent that such representations and warranties specifically refer expressly relate to an earlier date, in which case they shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 5.02, the representations and warranties contained in Section 6.05(b) shall be deemed to refer to the most-recent statements furnished pursuant to Section 7.01(b). (bii) No 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 relevant 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, the Borrower shall be in compliance with Section 2.01(c). 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 LIBOR Benchmark Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 5.02(a), (b), 4.02(i) and (dii) (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 L/C Issuer and 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, Type or a continuation of LIBOR Committed Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party Borrowers contained in Article VI V or in any other Loan DocumentDocuments (other than those representations and warranties in Sections 5.01(b)(i), or which are contained in any document furnished at any time under or in connection herewith or therewith5.01(c), 5.01(d), all of Sections 5.06 and 5.08, the last sentence of Section 5.09 and all of Section 5.10) shall be true and correct in all material respects (except or in all respects in the case of a any representation or and warranty qualified by materiality or “Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects”) on and as of the date of such Credit Extension, except 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 (except or in all respects in the case of a any representation or and warranty qualified by materiality or “Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects”) as of such earlier date, and except that for purposes of this Section 5.02, the representations and warranties contained in Section 6.05(b) shall be deemed to refer to the most-recent statements furnished pursuant to Section 7.01(b). (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 or, 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 If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.15 to the designation of such proposed Borrower as a Designated Borrower shall have been met to the reasonable satisfaction of the Administrative Agent. (e) In the case of a Credit ExtensionExtension to be denominated in an Offshore 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 Required Lenders (in the case of any Committed Loans to be denominated in an Offshore Currency), the Borrower shall Swing Line Lender (in case of any Swing Line Loan to be denominated in compliance with Section 2.01(c)an Offshore Currency) or the L/C Issuers (in the case of any Letter of Credit to be denominated in an Offshore Currency) would make it impracticable for such Credit Extension to be denominated in the relevant Offshore 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 LIBOR Committed Loans) submitted by the a Borrower shall be deemed to be a representation and warranty by such Borrower that the conditions specified in Sections 5.02(a), 4.02(a) and (b), and (d) have been satisfied on and as of the date of the applicable Credit ExtensionExtension and shall be deemed a making of the representations and warranties described in Section 4.02(a).

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 LIBOR 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 Borrower and each other Loan Party contained in Article VI V or in any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such Credit Extension, except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, (except ii) in the case of a any representation or and warranty qualified by materiality or Material Adverse Effectmateriality, in which case such representation or warranty they shall be true and correct in all respects) as of such earlier date, and except that (iii) for purposes of this Section 5.024.02, the representations and warranties contained in subsection (a) of Section 6.05(b) 5.05 shall be deemed to refer to the most-most recent statements furnished pursuant to clauses (a), (b) and (c), respectively, of Section 7.01(b)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 L/C Issuer shall have received a Request for Credit Extension in accordance with the requirements hereof. (d) After giving effect 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 proposed Credit Extension, the Borrower shall be in compliance with Section 2.01(c). 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 LIBOR LIBO Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty by the Borrower that the conditions specified in Sections 5.02(a), 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 and each L/C Issuer 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 LIBOR Term SOFR Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article VI V (excluding Sections 5.05(d) 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 true and correct in all material respects (except in the case of a that any representation and warranty that is qualified as to “materiality” or warranty qualified by materiality or “Material Adverse Effect, in which case such representation or warranty ” shall be true and correct in all respectsrespects as so qualified) 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 in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 5.024.02, the representations and warranties contained in subsections (a), the first sentence of (b) and (c) of Section 6.05(b) 5.05 shall be deemed to refer to the most-most recent statements furnished pursuant to clauses (a) through (f), respectively, of Section 7.01(b)6.01. (b) No At the time of such Credit Extension, no Default shall existexist and be continuing, or would result from such proposed Credit Extension or from the application of the proceeds thereofExtension. (c) The Administrative Agent and, if applicable, the relevant 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, the Borrower shall be in compliance with Section 2.01(c). 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 LIBOR Term SOFR Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 5.02(a), 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 or each L/C Issuer to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed the Delayed Draw Term Loans to and the other Type, or a continuation of LIBOR LoansAcquisition Revolving Loan) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower Company and each other Loan Party contained in Article VI 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 true and correct in all material respects (except and in the case of a all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect, in which case 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 (except and in the case of a all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 5.02, the representations and warranties contained in subsections (a) and (b) of Section 6.05(b) 6.05 shall be deemed to refer to the most-most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01(b)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 thereofExtension. (c) There shall not have been commenced against the Company or any Significant Subsidiary an involuntary case under any applicable Debtor Relief Law, now or hereafter in effect, or any case, proceeding or other action for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of such Person or for any substantial part of its Property or for the winding up or liquidation of its affairs, and such involuntary case or other case, proceeding or other action shall remain undismissed. (d) The Administrative Agent and, if applicable, the applicable L/C Issuer or the applicable Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. (de) After giving effect In the case of a Credit Extension to such proposed Credit Extensionbe 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 Borrower shall Required Revolving Lenders (in the case of any Revolving Loans to be denominated in compliance with Section 2.01(can Alternative Currency), the applicable Swing Line Lender (in the case of Swing Line Loans to be documented 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 Alternativesuch 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 LIBOR Loans) submitted by the Borrower Company shall be deemed to be a representation and warranty that the conditions specified in Sections 5.02(a), (b), ) and (dc) 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 LIBOR Eurodollar Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article VI V shall not be incorrect or misleading when made or deemed made (excluding any representation, warranty, certification or statement of fact made or deemed made by any Loan Party with respect to a Credit Party pursuant to Section 5.21, so long as any such breach of such representations an warranties do not constitute an Event of Default pursuant to Section 9.01(b)(ii)) 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 true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case 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 (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 5.024.02, the representations and warranties contained in subsections (a) and (b) of Section 6.05(b) 5.05 shall be deemed to refer to the most-most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01(b)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 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, the Borrower shall be in compliance with Section 2.01(c). 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 LIBOR Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 5.02(a), 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 or Letter of Credit Issuer to honor any Request for Credit Extension (other than a Committed Loan Notice one requesting only a conversion of Committed Loans to the other Type, Type or a continuation of LIBOR SOFR Loans) or make the initial Credit Extension hereunder is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party Parties contained in Article VI 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 true and correct in all material respects (except or in the case of a any representation or warranty qualified by subject to a materiality or Material Adverse Effectqualifier, in which case 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 (except or in the case of a any representation or warranty qualified by subject to a materiality or Material Adverse Effectqualifier, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 5.025.02(a), the representations and warranties contained in subsections (a) and (b) of Section 6.05(b) 6.05 shall be deemed to refer to the most-most recent statements furnished pursuant to clauses (a), (b) and (c), respectively, of Section 7.01(b)7.01. (b) 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 Letter of Credit 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, the Borrower shall be in compliance with Section 2.01(c). Each Request for Credit Extension (other than a Committed Loan Notice one requesting only a conversion of Committed Loans to the other Type or a continuation of LIBOR SOFR Loans) submitted by the Borrower Agent shall be deemed to be a representation and warranty that the conditions specified above in Sections 5.02(a), (b), and (d) this Section 5.02 have been satisfied on and as of the date of the applicable Credit Extension. As an additional condition to any Credit Extension, Administrative Agent may request any other information, certification, document, instrument or agreement as it reasonably deems appropriate.

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 LIBOR Eurocurrency Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower contained in Article V and each other Loan Party contained in Article VI Document 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 true and correct in all material respects (except in the case of a that any representation or warranty that is qualified by materiality as to “materiality” or “Material Adverse Effect, in which case such representation or warranty ” shall be true and correct in all respects) on and as of the date of such Credit Extension, except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (except in the case of a that any representation or warranty that is qualified by materiality as to “materiality” or “Material Adverse Effect, in which case such representation or warranty ” shall be true and correct in all respects) as of such earlier date, and except (ii) that for purposes of this Section 5.024.02, the representations and warranties contained in subsection (a) of Section 6.05(b) 5.06 shall be deemed to refer to the most-most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01(b6.01, except that to the extent such representations and warranties refer to statements furnished pursuant to clause (b) of Section 6.01, the representations and warranties in subclauses (i) and (ii) of clause (a) of Section 5.06 shall be qualified by reference to the absence of footnotes and shall be subject to year-end adjustments, and (iii) as set forth in the following clause (d), the representations and warranties set forth in Section 5.06(c) shall not be deemed to be made for purposes of this Section 4.02 for any Credit Extension to be made during any time that the Borrower’s Debt Rating is an Investment Grade Rating. (b) No 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 relevant 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 The representations and warranties contained in Sections 5.06(c) were true and correct on the Closing Date. (e) In the case of a Credit Extension to such proposed Credit Extensionbe 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 Borrower shall Required Lenders (in the case of any Loans to be denominated in compliance with Section 2.01(c)an Alternative Currency) or the relevant 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 Revolving Credit Loan Notice requesting only a conversion of Committed Revolving Credit Loans to the other Type or a continuation of LIBOR Eurocurrency Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 5.02(a), 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 a 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 LIBOR Term SOFR Loans) is subject to the following conditions precedent: (a) The there exists no Default or Event of Default; (b) the representations and warranties of the Borrower and each other Loan Party contained in Article VI or ARTICLE V are with respect to representations and warranties that contain a qualification as to materiality, true and correct in all respects (after giving effect to any other Loan Documentsuch qualification therein), or which are contained in any document furnished at any time under or in connection herewith or therewithand with respect to representations and warranties that do not contain a qualification as to materiality, shall be true and correct in all material respects respects, in each case as of the date of such Borrowing or date for issuance of such Letter of Credit (other than the representation and warranty set forth in Section 5.05, which shall only be made by the Borrower as of the date of this Agreement) except in to the case of a extent any such representation or warranty qualified by materiality or Material Adverse Effectis stated to relate solely to an earlier date, in which case such representation or warranty shall be (i) with respect to representations and warranties that contain a qualification as to materiality, true and correct in all respectsrespects (after giving effect to any such qualification therein), and (ii) on and as of the date of such Credit Extension, except with respect to the extent that such representations and warranties specifically refer that do not contain a qualification as to an earlier datemateriality, in which case they shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effectrespects, in which each case such representation or warranty shall be true on and correct in all respects) as of such earlier date, and except that for purposes of this Section 5.02, the representations and warranties contained in Section 6.05(b) shall be deemed to refer to the most-recent statements furnished pursuant to Section 7.01(b). (b) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof.; and (c) The Administrative Agent shall have received a Request for Credit Extension in accordance with the requirements hereof. (d) After after giving effect to such proposed Credit ExtensionLoan and the other Loans being made as a part of such Borrowing or the issuance of such Letter of Credit, the Borrower shall be in compliance with Section 2.01(c)Total Outstandings do not exceed the Aggregate Commitments. Each Request for a 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 LIBOR Term SOFR Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 5.02(a), 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 Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of LIBOR Eurodollar Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and the Parent and each other Loan Party contained in Article VI V 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 true and correct in all material respects (except in provided, that to the case of a extent any representation or and warranty is qualified by materiality or as to “Material Adverse Effect” or otherwise as to “materiality”, in which case such representation or and warranty shall be is 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 in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 5.024.2, the representations and warranties contained in subsections (a) and (b) of Section 6.05(b) 5.5 shall be deemed to refer to the most-most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01(b)6.1. (b) No Default shall existhas occurred and is 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 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, the Borrower shall be in compliance with Section 2.01(c). 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 LIBOR Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 5.02(a), 4.2(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 obligations 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, Type or a continuation of LIBOR Loans) is are subject to the following conditions precedent: (a) The representations and warranties of the each Borrower and each other Loan Party (i) which are contained in Article VI or 7 (other than Section 7.14), any other Loan Document, such Request for Credit Extension or the most recent Compliance Certificate delivered to Administrative Agent prior to the requested date for such Credit Extension, or (ii) which are contained in any other document furnished at any time under or in connection herewith or therewiththerewith that specifically states therein that such representations and warranties are being made for the benefit of the Lenders and the Administrative Agent, shall be true and correct (in the case of each representation and warranty described in clause (i) or (ii) immediately preceding) in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such U.S. 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 in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except provided that for purposes of this Section 5.02in each case, the such materiality qualifier shall not be applicable to any representations and warranties contained that already are qualified or modified by materiality in Section 6.05(b) shall be deemed to refer to the most-recent statements furnished pursuant to Section 7.01(b)text thereof. (b) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereofExtension. (c) The Administrative Agent and the applicable L/C Issuer or U.S. Swing Line Lender or Canadian Swing Line Lender (as applicable) shall have received a Request for U.S. Credit Extension or Request for Canadian Credit Extension, as the case may be, in accordance with the requirements hereof. (d) After giving effect to such proposed Credit Extension, the Borrower shall be in compliance with Section 2.01(c). Each Request for U.S. Credit Extension and Request for Canadian Credit Extension (other than (i) a U.S. Committed Loan Notice requesting only a conversion of U.S. Committed Loans to the other Type or a continuation of LIBOR U.S. Eurodollar Rate Committed Loans or (ii) a Canadian Committed Borrowing Notice requesting only a conversion of Canadian Committed Loans to the other Type or a continuation of Canadian Eurodollar Rate Committed Loans) submitted by the any Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 5.02(a), 6.02(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 Loan Notice requesting only a conversion of Committed Loans to including the other Type, or a continuation of LIBOR Loansinitial Credit Extension) is subject to the following conditions precedent: (a) The Administrative Agent shall have received a Request for Credit Extension in accordance with the requirements hereof. (b) No Event of Default or Default shall exist, or would result from such proposed Credit Extension. (c) The representations and warranties of the Borrower and each other Loan Party Borrowers contained in Article VI or any other Loan DocumentV (excluding, or which are contained in any document furnished at any time under the rating of the Company’s long term senior unsecured public debt without third party credit enhancement (or, if no such debt is outstanding, the Company’s corporate or similar rating) is either “BBB” or better by S&P or “Baa2” or better by ▇▇▇▇▇’▇, the representations and warranties made in connection herewith or therewith, Sections 5.4(c) and 5.5) shall be true and correct in all material respects (except or, in the case of a any representation or warranty qualified by materiality or Material Adverse Effect, in which case 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 (except or, in the case of a any representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 5.02, the representations and warranties contained in Section 6.05(b) shall be deemed to refer to the most-recent statements furnished pursuant to Section 7.01(b). (b) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof. (c) The Administrative Agent shall have received a Request for Credit Extension in accordance with the requirements hereof. (d) After giving effect to such proposed Credit Extension, (i) the Borrower Total Outstandings will not exceed the Aggregate Commitments and (ii) no applicable Sublimit or other limitation on Credit Extensions hereunder shall be have been exceeded. (e) The Administrative Agent shall have received, in compliance with Section 2.01(c)form and substance satisfactory to it, such other assurances, certificates, documents or consents related to the foregoing as the Administrative Agent or the Required Lenders reasonably may require. 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 LIBOR Loans) submitted by the a Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 5.02(a4.2(a), (b), (c) 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 the Lenders or the L/C Issuer to honor make any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to on or after the other Type, or a continuation of LIBOR Loans) Closing Date is subject to the occurrence of the Closing Date and satisfaction (or waiver by each such Lender and the L/C Issuer) of the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article VI V 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 true and correct in all material respects (except in the case of a that any representation or warranty that is qualified by materiality as to “materiality” or “Material Adverse Effect, in which case 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 (except in the case of a that any representation or warranty that is qualified by materiality as to “materiality” or “Material Adverse Effect, in which case such representation or warranty ” shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 5.024.02(a), the representations and warranties contained in subsections (a) and (b) of Section 6.05(b) 5.05 shall be deemed to refer to the most-most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01(b).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.; and (c) The Administrative Agent and, if applicable, the L/C Issuer shall have received a Request for Credit Extension in accordance with the requirements hereof. (d) After giving effect to such proposed Credit Extension, the Borrower shall be in compliance with Section 2.01(c). 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 LIBOR Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 5.02(a), 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 Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of LIBOR LoansEurocurrency Rate Loans or Term SOFR Rate Loans and other than a Request for Credit Extension for an Incremental Facility which shall be governed by Section 2.14(d)) is subject to the following conditions precedent: (ai) The representations and warranties of the Borrower each Loan Party set forth in Article 5 and in each other Loan Party contained in Article VI or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, Document shall be true and correct in all material respects (except in the case of a that any representation and warranty that is qualified as to “materiality” or warranty qualified by materiality or “Material Adverse Effect, in which case such representation or warranty ” shall be true and correct in all respectsrespects as so qualified) on and as of the date of such Credit ExtensionExtension with the same effect as though made on and as of such date, except to the extent that such representations and warranties specifically refer expressly relate to an earlier date, in which case they shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 5.02, the representations and warranties contained in Section 6.05(b) shall be deemed to refer to the most-recent statements furnished pursuant to Section 7.01(b). (bii) No 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 relevant 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, the Borrower shall be in compliance with Section 2.01(c). 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 LIBOR Eurocurrency Rate Loans or Term SOFR Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 5.02(a), (b), 4.02(i) and (dii) (or, in the case of a Request for Credit Extension for an Incremental Facility, the conditions specified in Section 2.14(d)) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of LIBOR Eurodollar Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article VI V 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 true and correct in all material respects on and as of the date of such Credit Extension (except in the case of a where any such representation or warranty is otherwise qualified by materiality or Material Adverse Effectmateriality, in which case 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 (except in the case of a where any such representation or warranty is otherwise qualified by materiality or Material Adverse Effectmateriality, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 5.024.02, the representations and warranties contained in subsections (a) and (b) of Section 6.05(b) 5.05 shall be deemed to refer to the most-most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01(b)6.01. (b) No 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 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, the Borrower shall be in compliance with Section 2.01(c). 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 LIBOR Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 5.02(a), 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 LIBOR Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article VI V 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 true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case 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 (i) such representations and warranties are qualified by materiality or reference to “Material Adverse Effect”, in which case such representations and warranties shall be true and correct in all respects, and (ii) 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 in the case without duplication of a representation or warranty qualified by any materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respectsqualification applicable thereto) as of such earlier date, and except ; provided that for purposes of this Section 5.024.02, the representations and warranties contained in Section 6.05(bSections 5.05(a) and (b) shall be deemed to refer to the most-most recent statements furnished pursuant to Section 7.01(bSections 6.01(a) and (b), respectively. (b) No 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. (d) After giving effect to such proposed Credit Extension, the Borrower shall be in compliance with Section 2.01(c). 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 LIBOR Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 5.02(a), 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 with respect to a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of LIBOR Eurodollar Rate Loans) is subject to the following conditions precedent: (a) The the representations and warranties of the Borrower and each other Loan Party contained in Article VI 5 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 true and correct in all material respects (except in the case of a or, if any such representation or warranty is by its terms qualified by concepts of materiality or reference to Material Adverse Effect, in which case 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 (except in the case of a or, if any such representation or warranty is by its terms qualified by concepts of materiality or reference to Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 5.024.02, the representations and warranties contained in Section 6.05(bSections 5.05(a) and (b) shall be deemed to refer to the most-most recent statements furnished pursuant to Section 7.01(bSections 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 shall be the Specified Representations. (b) No with respect to any Credit Extension made after the Closing 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 L/C Issuer or the Non-Cash Management 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; provided, the Borrower however, that no L/C Applications shall be required in compliance connection with the Existing Letters of Credit becoming Letters of Credit issued hereunder pursuant to Section 2.01(c2.03(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 LIBOR Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 5.02(a), 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 or the L/C Issuer, as the case may be, to honor any Request for Credit Extension (other than (x) as may be limited in respect of certain conditions precedent as set forth in Section 1.11 with respect to any extension of Credit in connection with a Limited Condition Acquisition and (y) a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of LIBOR SOFR Loans) is subject to the satisfaction of the conditions in Section 4.1 and the following additional conditions precedent: (a) The Each of the representations and warranties of the Borrower and each other Loan Party contained Parties set forth in Article VI or any other the Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, Documents shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effectrespects, in which each case such representation or warranty shall be true and correct in all respects) on and as of the such date as if made on and as of such Credit Extensiondate, except 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 (except in the case as of a such earlier date; provided further that any representation or and warranty that is qualified by materiality or as to “materiality”, “Material Adverse Effect, in which case such representation ” or warranty similar language shall be true and correct (after giving effect to any qualification therein) in all respects) as of respects on such earlier date, and except that for purposes of this Section 5.02, the representations and warranties contained in Section 6.05(b) shall be deemed to refer to the most-recent statements furnished pursuant to Section 7.01(b)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 L/C Issuer or the Swingline Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. (d) After giving effect to such proposed Credit ExtensionIn the case of a Borrowing under an Incremental Facility, each of the Borrower applicable requirements set forth in Section 2.11 shall be in compliance with Section 2.01(c)have been satisfied. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of LIBOR SOFR Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the applicable conditions specified in Sections 5.02(a)4.2(a) and, if applicable, (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 Loan Notice requesting only a conversion of Committed Loans to the other another Type, or a continuation of LIBOR Term SOFR Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article VI V 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 true and correct in all material respects (except or, (i) with respect to the representations and warranties set forth in the case of a representation or warranty Sections 5.15(b) and 5.19 and (ii) representations and warranties qualified by as to materiality or Material Adverse Effect, in which case 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 (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 5.024.02, the representations and warranties contained in subsections (a) and (b) of Section 6.05(b) 5.05 shall be deemed to refer to the most-most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 7.01(b)6.01. (b) No 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 shall have received a Request for Credit Extension in accordance with the requirements hereof. (d) After giving effect to such proposed Credit Extension, the Borrower Availability shall be in compliance with Section 2.01(cequal or exceed zero ($0). 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 LIBOR Term SOFR Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 5.02(a), 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 Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of LIBOR Eurocurrency Rate 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 Parent Borrower and each other Loan Party contained in Article VI V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, Credit Document shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all 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 (except in the case as of a such earlier date; provided, further, that, any representation or and warranty that is qualified by materiality or as to “materiality,” “Material Adverse Effect, in which case such representation ” or warranty similar language shall be true and correct (after giving effect to any qualification therein) in all respects) as of respects on such earlier date, and except that for purposes of this Section 5.02, the representations and warranties contained in Section 6.05(b) shall be deemed to refer to the most-recent statements furnished pursuant to Section 7.01(b)respective dates. (b) No 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 relevant 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, the Borrower shall be in compliance with Section 2.01(c). 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 LIBOR LoansEurocurrency Rate Loans or an Incremental Loan subject to Section 2.14(d)) submitted by the Parent Borrower after the Effective Date shall be deemed to be a representation and warranty that the conditions specified in Sections 5.02(a), (b), 4.02(a) and (d4.02(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 Committed Loan Notice (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of LIBOR Term Benchmark Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower Company and each other Loan Party contained in Article VI or any other Loan Document, Document or which are contained in any document furnished at any time under or in connection herewith or therewiththerewith (except, other than on the Effective Date, the representations set forth in Sections 6.04 and 6.06), shall be true and correct in all material respects (except in to the case of a representation or warranty extent such representations and warranties are qualified by materiality or Material Adverse Effect, in which case such representation or warranty 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 (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 5.02, the representations and warranties contained in Section 6.05(b) shall be deemed to refer to the most-recent statements furnished pursuant to Section 7.01(b). (b) No Default shall existor Event of Default has occurred and is continuing, or would result from such proposed Credit Extension or from the application of the proceeds thereof. (c) The Administrative Agent a shall have received a Request for Credit Extension Committed Loan Notice in accordance with the requirements hereof. (d) After giving effect to such proposed Credit Extension, the Borrower shall be in compliance with Section 2.01(c). Each Request for Credit Extension Committed Loan Notice (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of LIBOR Term Benchmark Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 5.02(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 Loan Notice requesting only a conversion of Committed Loans to the other another Type, or a continuation of LIBOR Term SOFR Loans, as applicable) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article VI V 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 true and correct in all material respects (except in the case of a representation or warranty qualified or, with respect to representations and warranties modified by materiality or Material Adverse Effectstandards, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such Credit Extension, except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (except in the case of a representation or warranty qualified or, with respect to representations and warranties modified by materiality or Material Adverse Effectstandards, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and (ii) except that for purposes of this Section 5.024.02(a), the representations and warranties contained in Section 6.05(bSections 5.05(a) and (b) shall be deemed to refer to the most-most recent statements furnished pursuant to Section 7.01(bSections 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 shall have received a Request for Credit Extension in accordance with the requirements hereof.; (d) After giving effect to such proposed Credit Extension, the Borrower shall be in compliance with Section 2.01(c). [Reserved]; and (e) 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 LIBOR Term SOFR Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 5.02(a), 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 Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of LIBOR SOFR Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article VI 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, shall be true and correct in all material respects (except in the case of a representation or warranty with respect to representations and warranties which are expressly qualified by materiality or Material Adverse Effectmateriality, in which case 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 (except in the case of a representation or warranty with respect to representations and warranties which are expressly qualified by materiality or Material Adverse Effectmateriality, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 5.024.02, the representations and warranties contained in Section 6.05(bSections 5.05(a) and (b) shall be deemed to refer to the most-most recent statements furnished pursuant to Section 7.01(bSections 6.01(a) and (b), respectively. (bi) No Default or Event of Default shall existexist and be continuing, or would result from such proposed Credit Extension or from the application of the proceeds thereof, and (ii) after giving effect to such proposed Credit Extension, the Total Outstandings would not exceed the Aggregate Commitments. (c) The Administrative Agent and, if applicable, the L/C Issuer, shall have received a Request for Credit Extension in accordance with the requirements hereof. (d) After As of the date the applicable Request for Credit Extension is delivered, immediately before and on a pro forma basis after giving effect to such proposed the requested Credit Extension, the Borrower shall be in compliance Loan Parties, together with Section 2.01(c)their respective Restricted Subsidiaries, on a consolidated basis are Solvent. 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 LIBOR SOFR Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 5.02(a4.02(a), (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 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 LIBOR Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article VI V 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 true and correct (except where already qualified with a materiality modifier) in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case 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 (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 5.024.02, the representations and warranties contained in subsections (a) and (b) of Section 6.05(b) 5.05 shall be deemed to refer to the most-most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01(b)6.01. (b) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof. (c) The Administrative Agent Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. (d) Compliance with Borrowing Base and Revolver Borrowing Base. After giving effect to taking into account such proposed Credit Extension, Total Outstandings shall not exceed the Borrower shall be in compliance with Section 2.01(c)Borrowing Base or the Revolver Borrowing Base, 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 LIBOR Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 5.02(a4.02(a), (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 Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of LIBOR LoansEurocurrency Rate Loans and other than a Request for Credit Extension for an Incremental Facility which shall be governed by Section 2.14(d)) is also subject to the following conditions precedent: (a) The representations and warranties of the Borrower each Loan Party set forth in Article V and in each other Loan Party contained in Article VI or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, Document shall be true and correct in all material respects (except in the case of a that any representation and warranty that is qualified as to “materiality” or warranty qualified by materiality or “Material Adverse Effect, in which case such representation or warranty ” shall be true and correct in all respectsrespects as so qualified) on and as of the date of such Credit ExtensionExtension with the same effect as though made on and as of such date, except to the extent that such representations and warranties specifically refer expressly relate to an earlier date, in which case they shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 5.02, the representations and warranties contained in Section 6.05(b) shall be deemed to refer to the most-recent statements furnished pursuant to Section 7.01(b). (b) 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 shall have received a Request for Credit Extension in accordance with the requirements hereof. (d) After giving effect to such proposed Credit Extension, the Borrower shall be in compliance with Section 2.01(c). 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 LIBOR Eurocurrency Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 5.02(a), 4.02(a) and (b) (or, in the case of a Request for Credit Extension for an Incremental Facility, the conditions specified in Section 2.14(d), 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 Loan Notice requesting only a conversion of Committed Loans to the other Type, Type or a continuation of LIBOR Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article VI V 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 true and correct in all material respects (except in to the case of a representation or warranty extent already qualified by materiality or Material Adverse Effect, in which case such representation or warranty 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 (except in to the case of a representation or warranty extent already qualified by materiality or Material Adverse Effect, in which case such representation or warranty representations and warranties shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 5.024.02, the representations and warranties contained in Section 6.05(b5.04(a) shall be deemed to refer to the most-most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01(b)6.04. (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 Agents 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 hereof and, if the Credit Extensions made on the Closing Date will include any LIBOR Rate Loans, a funding indemnity letter in form reasonably satisfactory to such proposed the Agents. Notwithstanding anything herein to the contrary, any Request for Credit Extension, Extension with respect to a Credit Extension to be made on the Borrower shall Closing Date may be in compliance with Section 2.01(c)delivered on the Closing Date. 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 LIBOR Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 5.02(a), 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 accept the Initial Term Loans on the Closing Date 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 LIBOR LoansEurocurrency RateTerm SOFR Loans and or (y) a Request for Credit Extension for an Incremental Facility which shall be governed by Section 2.14(d)) is subject to the following conditions precedent: (ai) The representations and warranties of the Borrower each Loan Party set forth in Article V and in each other Loan Party contained in Article VI or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, Document shall be true and correct in all material respects (except in the case of a that any representation and warranty that is qualified as to “materiality” or warranty qualified by materiality or “Material Adverse Effect, in which case such representation or warranty ” shall be true and correct in all respectsrespects as so qualified) on and as of the date of such Credit ExtensionExtension with the same effect as though made on and as of such date, except to the extent that such representations and warranties specifically refer expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date (except in the case of a that any representation and warranty that is qualified as to “materiality” or warranty qualified by materiality or “Material Adverse Effect, in which case such representation or warranty ” shall be true and correct in all respects) respects as of such earlier date, and except that for purposes of this Section 5.02, the representations and warranties contained in Section 6.05(b) shall be deemed to refer to the most-recent statements furnished pursuant to Section 7.01(bso qualified). (bii) No Default shall exist, exist or would result from such proposed Credit Extension or from the application of the proceeds thereoftherefrom. (ciii) The Administrative Agent shall have received a Request for Credit Extension in accordance with the requirements hereof. (d) After giving effect to such proposed Credit Extension, the Borrower shall be in compliance with Section 2.01(c). 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 LIBOR Eurocurrency RateTerm SOFR Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 5.02(a), (b), 4.02(i) and (dii) (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 No Lender has any obligation of each Lender to honor make any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans including its first), and the LC Issuer has no obligation to the other Typemake any LC Credit Extension (including its first), or a continuation of LIBOR Loans) is subject to unless the following conditions precedent:precedent have been satisfied (other than with respect to (x) the incurrence of Incremental Term Loans and (y) the initial Borrowing of Loans in connection with any Aggregate Revolving Credit Loan Commitment Increase the proceeds of which are to be used to finance an Acquisition by the Borrower or any Subsidiary permitted under this Agreement, which shall be governed in each case by Section 2.17): (a) The representations and warranties of the Borrower and each other Loan Party contained Parties set forth in Article VI or any other the Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, Documents shall be true and correct in all material respects (except in to the case of a extent that any such representation or warranty is qualified by materiality or Material Adverse Effectmateriality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such Credit Extension, except both before and after giving effect to such Credit Extension, provided, however, for purposes of this Section 4.02, (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 (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 5.02, (ii) the representations and warranties contained in Section 6.05(b5.06(a) shall be deemed to refer to the most-most recent financial statements furnished pursuant to Section 7.01(b).6.01 and (iii) the representation and warranty contained in Section 5.06(b) shall not need to be true and correct on any date after the date of the initial Credit Extension; and (b) No Default shall exist, or would result from such proposed Credit Extension or from At the application time of the proceeds thereof. (c) The Administrative Agent shall have received a Request for Credit Extension in accordance with the requirements hereof. (d) After and immediately after giving effect to such proposed Credit Extension, the Borrower no Default shall have occurred and be in compliance with Section 2.01(c)continuing. 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 LIBOR Loans) submitted by the Borrower shall be deemed to be constitute a representation and warranty that by the conditions Borrower on the date thereof as to the matters specified in Sections 5.02(a), paragraphs (a) and (b), and (d) have been satisfied on and as of the date of the applicable Credit Extensionthis Section.

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 LIBOR Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article VI 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 true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case 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 (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 5.02, the representations and warranties contained in Section 6.05(b) shall be deemed to refer to the most-recent statements furnished pursuant to Section 7.01(b). (b) No 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 Swing Line Lender or the applicable L/C Issuer shall have received a Request for Credit Extension in accordance with the requirements hereof. (d) After giving effect to such proposed Credit Extension, the Borrower shall be in compliance with Section 2.01(c). 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 LIBOR Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 5.02(a), (b), and (d) have been satisfied on and as of the date of the applicable Credit Extension.2.01

Conditions to all Credit Extensions. The obligation of each Lender or the L/C Issuer, as the case may be, 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 LIBOR Loans) is subject to the satisfaction of the conditions in Section 4.1 and the following additional conditions precedent: (a) The Each of the representations and warranties of the Borrower and each other Loan Party contained Parties set forth in Article VI or any other the Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, Documents shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effectrespects, in which each case such representation or warranty shall be true and correct in all respects) on and as of the such date as if made on and as of such Credit Extensiondate, except 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 (except in the case as of a such earlier date; provided further that any representation or and warranty that is qualified by materiality or as to “materiality”, “Material Adverse Effect, in which case such representation ” or warranty similar language shall be true and correct (after giving effect to any qualification therein) in all respects) as of respects on such earlier date, and except that for purposes of this Section 5.02, the representations and warranties contained in Section 6.05(b) shall be deemed to refer to the most-recent statements furnished pursuant to Section 7.01(b)respective dates. (b) 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 L/C Issuer or the Swingline Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. (d) After giving effect to such proposed Credit ExtensionIn the case of a Borrowing under an Incremental Facility, each of the Borrower applicable requirements set forth in Section 2.11 shall be in compliance with Section 2.01(c)have been satisfied. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of LIBOR Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the applicable conditions specified in Sections 5.02(a)4.2(a) and, if applicable, (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 and each Issuing Bank to honor make any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans including the initial Credit Extension) shall be subject to, and to the other Typesatisfaction (or waiver) of, or a continuation each of LIBOR Loans) is subject to the following conditions precedent:precedent set forth below. (a) The representations and warranties Administrative Agent shall have received a Borrowing Request as required by Section 2.03 (or such notice shall have been deemed given in accordance with Section 2.03) if Loans are being requested or, in the case of the issuance, amendment, extension or renewal of a Letter of Credit, the Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance, amendment, extension or renewal of such Letter of Credit as required by Section 2.13(b) or, in the case of the Borrowing of a Swingline Loan, the Swingline Lender and the Administrative Agent shall have received a notice requesting such Swingline Loan as required by Section 2.12(b). (b) The Borrower and each other Loan Party contained shall be in compliance in all material respects with all the terms and provisions set forth herein and in each other Loan Document on its part to be observed or performed, and, at the time of and immediately after such Credit Extension, no Default shall have occurred and be continuing on such date or after giving effect to the Credit Extension requested to be made on such date. (c) Each of the representations and warranties made by any Loan Party set forth in Article VI 5 hereof or in any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, Document shall be true and correct in all material respects (except without duplication of any materiality standard set forth in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case any such representation or warranty shall be true and correct in all respectswarranty) 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 such representations and warranties shall be true and correct in all material respects as of such date (except without duplication of any materiality standard set forth in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case any such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 5.02, the representations and warranties contained in Section 6.05(b) shall be deemed to refer to the most-recent statements furnished pursuant to Section 7.01(bwarranty). (bd) No Default order, judgment or decree of any Governmental Authority shall existpurport to restrain any Lender from making any Loans to be made by it. No injunction or other restraining order shall have been issued or shall be pending with respect to any action, suit or would result from proceeding seeking to enjoin or otherwise prevent the making of Loans hereunder. Each of the delivery of a Borrowing Request or notice requesting the issuance, amendment, extension or renewal of a Letter of Credit and the acceptance by the Borrower of the proceeds of such proposed Credit Extension or from shall constitute a representation and warranty by the Borrower and each other Loan Party that on the date of such Credit Extension (both immediately before and after giving effect to such Credit Extension and the application of the proceeds thereof. (c) the conditions contained in this Section 4.03 have been satisfied. The conditions set forth in this Section 4.03 are for the sole benefit of the Administrative Agent shall have received a Request for Credit Extension and each Lender and may be waived by the Administrative Agent and the Required Lenders, in accordance with the requirements hereof. (d) After giving effect to such proposed Credit Extensionwhole or in part, the Borrower shall be in compliance with Section 2.01(c). Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans without prejudice to the other Type or a continuation of LIBOR Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 5.02(a), (b), and (d) have been satisfied on and as rights of the date of the applicable Credit ExtensionAdministrative Agent or any Lender.

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 LIBOR LoansRevolving Loan as the same Type) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article VI or any other Loan DocumentV, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case 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 (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 5.02, the representations and warranties contained in Section 6.05(b) shall be deemed to refer to the most-recent statements furnished pursuant to Section 7.01(b). (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 L/C Issuer shall have received a Request for Credit Extension in accordance with the requirements hereof. (d) After giving effect In the case of a Credit Extension to be denominated in an Alternative Currency, there shall not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of the Administrative Agent or the L/C Issuer (in the case of any Letter of Credit to be denominated in an Alternative Currency) would make it impracticable for such proposed Credit Extension, Extension to be denominated in the Borrower shall be in compliance with Section 2.01(c)relevant Alternative Currency. Each Request for Credit Extension (other than a Committed Revolving Loan Notice requesting only a conversion of Committed Revolving Loans to the other Type Type, or a continuation of LIBOR LoansRevolving Loans as the same Type) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 5.02(a), 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 Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of LIBOR Eurocurrency Rate Loans) is subject to the following conditions precedent: (a) The the representations and warranties of the Borrower and each other Loan Party Credit Parties contained in Article VI V or any other Loan Document, or which are contained in any document required to be furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (except in to the case of a extent that any representation or warranty that is qualified by materiality or Material Adverse Effect, in which case such representation or warranty 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 in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 5.024.02, (i) the representations and warranties contained in subsections (a) and (b) of Section 6.05(b) 5.05 shall be deemed to refer to the most-most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01(b).6.01 and (ii) for any Borrowing occurring on the Closing Date, the reference in Section 5.05(c) to “Material Adverse Effect” shall be deemed to refer to “Closing Date Material Adverse Effect”; (b) No no Default shall existexist on the date of such Credit Extension, or would result from such proposed Credit Extension or from the application of the proceeds thereof.; (c) The the Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof.; and (d) After giving effect to any such proposed Credit Extension, Extension under the Borrower shall be in compliance with Section 2.01(c)Revolving Credit Facility does not exceed the unused portion of the Revolving Credit Facility at such time. 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 LIBOR Eurocurrency Rate Loans) submitted by the Borrower Borrowers shall be deemed to be a representation and warranty that the conditions specified in Sections 5.02(a4.02(a), (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 Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of LIBOR Eurocurrency Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of (i) the Borrower Borrowers contained in Article V and (ii) each other Loan Party contained in Article VI 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, shall be true and correct in all material respects (except in the case of a that any representation or warranty that is qualified by materiality as to “materiality” or “Material Adverse Effect, in which case such representation or warranty ” shall be true and correct in all respects) on and as of the date of such Credit Extension, except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (except in the case of a that any representation or warranty that is qualified by materiality as to “materiality” or “Material Adverse Effect, in which case such representation or warranty ” shall be true and correct in all respects) as of such earlier date, and except (ii) that for purposes of this Section 5.024.02, the representations and warranties contained in subsection (a) of Section 6.05(b) 5.06 shall be deemed to refer to the most-most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 7.01(b)6.01, except that to the extent such representations and warranties refer to statements furnished pursuant to subsection (b) of Section 6.01, the representations and warranties in subclauses (i) and (ii) of subsection (a) of Section 5.06 shall be qualified by reference to the absence of footnotes and shall be subject to year-end adjustments. (b) No 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) After giving effect In the case of a Credit Extension to such proposed Credit Extensionbe 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 Borrower shall Required Lenders (in the case of any Loans to be denominated in compliance with Section 2.01(c)an Alternative Currency) the Swing Line Lender (in the case of any Foreign Swing Line Loan) 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 (x) requesting only a conversion of Committed Loans to the other Type or a continuation of LIBOR LoansEurocurrency Rate Loans or (y) deemed submitted pursuant to Section 2.04(c)(i)) submitted by the Borrower Company shall be deemed to be a representation and warranty that the conditions specified in Sections 5.02(a), 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 Loan Notice requesting only a conversion of Committed Revolving Credit Loans to the other Type, or a continuation of LIBOR Eurodollar Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower Borrowers and each other Loan Party contained in Article VI V 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 true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case 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 (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 5.024.02, the representations and warranties contained in Section 6.05(bSections 5.05(a) and (b) shall be deemed to refer to the most-most recent statements furnished pursuant to Section 7.01(bSections 6.01(a) and (b); provided that, to 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, an L/C Issuer shall have received a Request for Credit Extension in accordance with the requirements hereof. (d) After giving effect to such proposed Credit Extension, the Borrower shall be in compliance with Section 2.01(c). 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 LIBOR Eurodollar Rate Loans) submitted by the any Borrower shall be deemed to be a representation and warranty that that, to the extent applicable, the conditions specified in Sections 5.02(aSection 4.02(a), (b), ) and (dc) 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 2023 Term Loan Borrowing subject to Section 4.03 below, or a Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of LIBOR Term SOFR Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article VI V 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 true and correct in all material respects on and as of the date of such Credit Extension (except or in the case of any such representations and warranties that contain a representation or warranty qualified by materiality or Material Adverse EffectEffect qualification, in which case such representation or warranty shall be true and correct in all 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 as of such earlier date (except or in the case of any such representations and warranties that contain a representation or warranty qualified by materiality or Material Adverse EffectEffect qualification, in which case such representation or warranty shall be true and correct in all respects) respects as of such earlier date), and except that for purposes of this Section 5.02, the representations and warranties contained in Section 6.05(b) shall be deemed to refer to the most-recent statements furnished pursuant subject to Section 7.01(b)1.07 if such Credit Extension is made in respect of a Limited Condition Acquisition. (b) No Default (or Specified Event of Default, as applicable) shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof, subject to Section 1.07 if such Credit Extension is made in respect of a Limited Condition Acquisition. (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 The existence of availability at least in the amount of the requested credit extension (after giving effect to any repayment of Revolving Credit Loans or termination or expiration of Letters of Credit on or prior to the date such proposed Revolving Credit Extension, the Borrower shall Loan is to be in compliance with Section 2.01(cmade or such Letter of Credit is to be issued). 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 LIBOR Term SOFR Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 5.02(a), 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 Loan Notice requesting only a conversion of Committed Revolving Loans to the other Type, or a continuation of LIBOR Eurodollar Rate Loans) is subject to the following conditions precedent: (a) : The representations and warranties of the Borrower and each other Loan Party contained in Article VI V 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 true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case 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 (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 5.020, the representations and warranties contained in subsections (a) and (b) of Section 6.05(b) 0 shall be deemed to refer to the most-most recent statements furnished pursuant to Section 7.01(b). clauses (a) and (b) ), respectively, of Section 0. No 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 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 . Agent shall have received, in form and substance satisfactory to it, such proposed Credit Extensionother assurances, certificates, documents or consents related to the Borrower shall be in compliance with Section 2.01(c)foregoing as Agent or the Required Lenders reasonably may require. 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 LIBOR Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 5.02(a), 0 (a) and (b), and (d) have been satisfied on and as of the date of the applicable Credit Extension.