Common use of Conditions to Each Credit Extension Clause in Contracts

Conditions to Each Credit Extension. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Term SOFR Loans but including, for the avoidance of doubt, Borrowings of additional Initial Term Loans pursuant to Section 2.01(c)), and of any L/C Issuer to issue, amend, renew or extend any Letter of Credit, is subject to the following conditions precedent (limited, in the case of Incremental Facilities which will be used to finance a Limited Condition Transaction, in the manner set forth in Section 2.14(e)): (a) The representations and warranties of the Borrower and each other Loan Party contained in Article V or any other Loan Document shall be true and correct in all material respects (or, with respect to any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language, in all respects) on and as of the date of such Credit Extension (or, with respect to any representation and warranty that specifically refer to an earlier date, as of such earlier date). (b) No Default shall have occurred and be continuing, or would result from such proposed Credit Extension or from the application of the proceeds therefrom. (c) The Administrative Agent and, if applicable, the relevant L/C Issuer, shall have received a Request for Credit Extension in accordance with the requirements hereof. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Term SOFR Loans) submitted by the Borrower shall (subject, in the case of a Request for Credit Extension delivered with respect to any Incremental Facility, subject to Section 2.14(e)) be deemed to be a representation and warranty that the applicable conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to Each Credit Extension. The obligation of each Lender Bank to honor any Request for make each Loan requested to be made by it, including its initial Loan, and the obligation of the Issuing Bank to issue each Letter of Credit Extension requested to be issued by it (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Term SOFR Loans but including, for if no Loans have been made at such time, the avoidance of doubt, Borrowings of additional Initial Term Loans pursuant to Section 2.01(c)), and of any L/C Issuer to issue, amend, renew or extend any initial Letter of Credit, ) is subject to the fulfillment of each of the following conditions precedent conditions: (limiteda) the Agent and, in the case of Incremental Facilities which will be used to finance a Limited Condition Transactionrequest for the issuance of a Letter of Credit, the Issuing Bank, shall have received, in the manner set forth case of a Loan, a notice of borrowing with respect to such Loan complying with the requirements of Section 1.02(a) and, in the case of a Letter of Credit, a request for the issuance of such Letter of Credit complying with the requirements of Section 2.14(e1.02(b)):; (ab) The representations and warranties of the Borrower and each other Loan Party contained in Article V or any other Loan Document Representation and Warranty shall be true and correct in all material respects (or, with respect to any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language, in all respects) on at and as of the date time of such Credit Extension (or, with respect except to any representation the extent such representations and warranty that specifically refer warranties expressly relate to an earlier date), as both with and without giving effect to such Credit Extension and all other Credit Extensions and to the application of such earlier date).the proceeds thereof; (bc) No no Default shall have occurred and be continuing, continuing at the time of such Credit Extension or would result from the making of such proposed Credit Extension and all other Credit Extensions or from the application of the proceeds therefrom.thereof; (cd) The Administrative Agent and, if applicable, the relevant L/C Issuer, such Bank shall have received a Request for such material Information as it may have requested pursuant to Section 5.01(f) of the Other Credit Facility; and (e) such Credit Extension in accordance with the requirements hereofwill not contravene any Applicable Law applicable to such Bank. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans Except to the other Type or a continuation of Term SOFR Loans) submitted by extent that the Borrower shall (subjecthave disclosed in the notice of borrowing or in the request for the issuance of a Letter of Credit, as applicable, or in a subsequent notice given to, in the case of Loans, the Banks or, in the case of Letters of Credit, the Issuing Bank, prior to 10:00 a.m. (New York time) on the requested date of a Request for Credit Extension delivered with respect to any Incremental FacilityExtension, subject to Section 2.14(e)that a condition specified in clause (b) or (c) above will not be fulfilled as of the requested time of such Credit Extension, the Borrower shall be deemed to be have made a representation Representation and warranty Warranty as of the time of such Credit Extension that the applicable conditions specified in Sections 4.02(a) and such clauses have been fulfilled as of such time. No such disclosure by the Borrower that a condition specified in clause (b) have been satisfied on and or (c) above will not be fulfilled as of the date requested time of a requested Credit Extension shall affect the applicable right of each Bank or the Issuing Bank, as the case may be, not to make the Credit ExtensionExtension requested to be made by it if, in such Person's determination, such condition has not been fulfilled at such time.

Conditions to Each Credit Extension. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Term SOFR Loans but including, for the avoidance of doubt, Borrowings of additional Initial Term Loans pursuant to Section 2.01(c)Loans), and of any L/C Issuer to issue, amend, renew or extend any Letter of Credit, is subject to the following conditions precedent (limited, in the case of Incremental Facilities which will be used to finance a Limited Condition Transaction, in the manner set forth in Section 2.14(e)): (a) The representations and warranties of the Borrower and each other Loan Party contained in Article V or any other Loan Document shall be true and correct in all material respects (or, with respect to any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language, in all respects) on and as of the date of such Credit Extension (or, with respect to any representation and warranty that specifically refer to an earlier date, as of such earlier date). (b) No Default shall have occurred and be continuing, or would result from such proposed Credit Extension or from the application of the proceeds therefrom. (c) The Administrative Agent and, if applicable, the relevant L/C Issuer, shall have received a Request for Credit Extension in accordance with the requirements hereof. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Term SOFR Loans) submitted by the Borrower shall (subject, in the case of a Request for Credit Extension delivered with respect to any Incremental Facility, subject to Section 2.14(e)) be deemed to be a representation and warranty that the applicable conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to Each Credit Extension. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Term SOFR Loans but including, for the avoidance of doubt, Borrowings of additional Initial Second Amendment Incremental Term Loans pursuant to Section 2.01(c)Loans), and of any L/C Issuer to issue, amend, renew or extend any Letter of Credit, is subject to the following conditions precedent (limited, in the case of Incremental Facilities which will be used to finance a Limited Condition Transaction, in the manner set forth in Section 2.14(e)): (a) The representations and warranties of the Borrower and each other Loan Party contained in Article V or any other Loan Document shall be true and correct in all material respects (or, with respect to any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language, in all respects) on and as of the date of such Credit Extension (or, with respect to any representation and warranty that specifically refer to an earlier date, as of such earlier date). (b) No Default shall have occurred and be continuing, or would result from such proposed Credit Extension or from the application of the proceeds therefrom. (c) The Administrative Agent and, if applicable, the relevant L/C Issuer, shall have received a Request for Credit Extension in accordance with the requirements hereof. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Term SOFR Loans) submitted by the Borrower shall (subject, in the case of a Request for Credit Extension delivered with respect to any Incremental Facility, subject to Section 2.14(e)) be deemed to be a representation and warranty that the applicable conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to Each Credit Extension. The obligation of each Lender Bank to honor any Request for make each Loan requested to be made by it, including its initial Loan, and the obligation of the Issuing Bank to issue each Letter of Credit Extension requested to be issued by it (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Term SOFR Loans but including, for if no Loans have been made at such time, the avoidance of doubt, Borrowings of additional Initial Term Loans pursuant to Section 2.01(c)), and of any L/C Issuer to issue, amend, renew or extend any initial Letter of Credit, ) is subject to the fulfillment of each of the following conditions precedent conditions: (limiteda) the Agent and, in the case of Incremental Facilities which will be used to finance a Limited Condition Transactionrequest for the issuance of a Letter of Credit, the Issuing Bank, shall have received, in the manner set forth case of a Loan, a notice of borrowing with respect to such Loan complying with the requirements of Section 1.02(a) and, in the case of a Letter of Credit, a request for the issuance of such Letter of Credit complying with the requirements of Section 2.14(e1.02(b)):; (ab) The representations and warranties of the Borrower and each other Loan Party contained in Article V or any other Loan Document Representation and Warranty shall be true and correct in all material respects (or, with respect to any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language, in all respects) on at and as of the date time of such Credit Extension (or, with respect except to any representation the extent such representations and warranty that specifically refer warranties expressly relate to an earlier date), as both with and without giving effect to such Credit Extension and all other Credit Extensions and to the application of such earlier date).the proceeds thereof; (bc) No no Default shall have occurred and be continuing, continuing at the time of such Credit Extension or would result from the making of such proposed Credit Extension and all other Credit Extensions or from the application of the proceeds therefrom.thereof; (cd) The Administrative Agent and, if applicable, the relevant L/C Issuer, such Bank shall have received a Request for such material Information as it may have requested pursuant to Section 5.01(f); and (e) such Credit Extension in accordance with the requirements hereofwill not contravene any Applicable Law applicable to such Bank. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans Except to the other Type or a continuation of Term SOFR Loans) submitted by extent that the Borrower shall (subjecthave disclosed in the notice of borrowing or in the request for the issuance of a Letter of Credit, as applicable, or in a subsequent notice given to, in the case of Loans, the Banks or, in the case of Letters of Credit, the Issuing Bank, prior to 10:00 a.m. (New York time) on the requested date of a Request for Credit Extension delivered with respect to any Incremental FacilityExtension, subject to Section 2.14(e)that a condition specified in clause (b) or (c) above will not be fulfilled as of the requested time of such Credit Extension, the Borrower shall be deemed to be have made a representation Representation and warranty Warranty as of the time of such Credit Extension that the applicable conditions specified in Sections 4.02(a) and such clauses have been fulfilled as of such time. No such disclosure by the Borrower that a condition specified in clause (b) have been satisfied on and or (c) above will not be fulfilled as of the date requested time of a requested Credit Extension shall affect the applicable right of each Bank or the Issuing Bank, as the case may be, not to make the Credit ExtensionExtension requested to be made by it if, in such Person's determination, such condition has not been fulfilled at such time.

Conditions to Each Credit Extension. The obligation of each Lender to honor any Request for Credit Extension (other than (i) a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Term SOFR Eurocurrency Rate Loans but including, for the avoidance of doubt, Borrowings of additional Initial Term Loans or (ii) borrowings made pursuant to Section 2.01(c))2.14 or Section 2.15, which may be subject to different conditions precedent and of any L/C Issuer to issue, amend, renew or extend any Letter of Credit, representations but only if so agreed by the Borrower and the applicable Lenders) is subject to the following conditions precedent (limited, in the case of Incremental Facilities which will be used to finance a Limited Condition Transaction, in the manner set forth in Section 2.14(e)):precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article V or any other Loan Document shall be true and correct in all material respects (oron and as of the date of such Credit Extension; provided that to the extent that such representations and warranties specifically refer to an earlier date, with respect to they shall be true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language, language shall be true and correct (after giving effect to any qualification therein) in all respects) respects on and as of the date of such Credit Extension (or, with respect to any representation and warranty that specifically refer to an earlier date, as of such earlier date)respective dates. (b) No Default shall have occurred and be continuingexist, or would result from such proposed Credit Extension or from the application of the proceeds therefrom. (c) The Administrative Agent and, if applicable, the relevant L/C Issuer, Issuer or the relevant Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. (d) The Borrower shall be in pro forma compliance with the covenant forth in Section 7.09(b) after giving effect to such Credit Extension. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Term SOFR Eurocurrency Rate Loans) submitted by the Borrower shall (subject, in the case of a Request for Credit Extension delivered with respect to any Incremental Facility, subject to Section 2.14(e)) be deemed to be a representation and warranty that the applicable conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.