Common use of Each Credit Event Clause in Contracts

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (including the initial funding), and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions: (a) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Material Adverse Effect shall have occurred; provided that with respect to the initial funding on the Effective Date, the condition precedent shall be that no Closing Date MAE shall have occurred. (c) The representations and warranties of the Loan Parties set forth in this Agreement and in the other Loan Documents shall be true and correct on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date; provided that with respect to the initial funding on the Effective Date, no Loan Party will be required to make the representation contained in Section 7.04(b) and the only representations (and related Defaults) relating to the Acquisition Properties the making of which shall be a condition precedent under this Section 6.02(c) on the Effective Date shall be those representations contained in Sections 7.01, 7.02, 7.03, 7.07(a), 7.08, 7.09 and 7.23. (d) The making of such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, would not conflict with, or cause any Lender or the Issuing Bank to violate or exceed, any applicable Governmental Requirement, and no Change in Law shall have occurred, and no litigation shall be pending or threatened, which does or, with respect to any threatened litigation, seeks to, enjoin, prohibit or restrain, the making or repayment of any Loan, the issuance, amendment, renewal, extension or repayment of any Letter of Credit or any participations therein or the consummation of the transactions contemplated by this Agreement or any other Loan Document. (e) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit in accordance with Section 2.08(b), as applicable. Each Borrowing and each issuance, amendment, renewal or extension of any Letter of Credit shall be deemed to constitute a representation and warranty by the Parent Guarantor and the Borrower on the date thereof as to the matters specified in Section 6.02(a) through (e).

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (including the initial funding), and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, in each case, is subject to the satisfaction of each of the following conditions: (a) At The representations and warranties of the time Borrower and each Loan Party set forth in this Agreement or the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representation or warranty to the extent that it is already qualified or modified by materiality in the text thereof) on and as of and immediately after giving effect to the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicableapplicable (except to the extent any such representation or warranty expressly relates to an earlier date, no Default in which case, such representation or warranty shall be true and correct in all material respects as of such earlier date), and the Administrative Agent shall have occurred received a certificate to that effect dated such date and be continuingexecuted by a Financial Officer of the Borrower. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Material Adverse Effect Default or Event of Default shall have occurred; provided that with respect to the initial funding on the Effective Date, the condition precedent shall occurred and be that no Closing Date MAE shall have occurredcontinuing. (c) The representations and warranties Administrative Agent shall have received a Borrowing Request meeting the requirements of the Loan Parties set forth in this Agreement and in the other Loan Documents shall be true and correct on and as of the date of such Section 2.03. Each Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date; (provided that with respect to the initial funding on the Effective Date, no Loan Party will be required to make the representation contained in Section 7.04(b) and the only representations (and related Defaults) relating to the Acquisition Properties the making of which shall be a condition precedent under this Section 6.02(c) on the Effective Date shall be those representations contained in Sections 7.01, 7.02, 7.03, 7.07(a), 7.08, 7.09 and 7.23. (d) The making of such Loan conversion or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, would not conflict with, or cause any Lender or the Issuing Bank to violate or exceed, any applicable Governmental Requirement, and no Change in Law shall have occurred, and no litigation shall be pending or threatened, which does or, with respect to any threatened litigation, seeks to, enjoin, prohibit or restrain, the making or repayment of any Loan, the issuance, amendment, renewal, extension or repayment of any Letter of Credit or any participations therein or the consummation of the transactions contemplated by this Agreement or any other Loan Document. (e) The receipt by the Administrative Agent a continuation of a Borrowing Request in accordance with shall not constitute a “Borrowing” for purposes of this Section 2.03 or a request for a Letter of Credit in accordance with Section 2.08(b), as applicable. Each Borrowing 4.02) and each issuance, amendment, renewal or extension of any a Letter of Credit shall be deemed to constitute a representation and warranty by the Parent Guarantor and the Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section 6.02(a) through (e)4.02.

Each Credit Event. The obligation of each Lender to make a any Loan on the occasion of any Borrowing (including the initial funding), and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) At The representations and warranties of each Loan Party set forth in the time Loan Documents shall be true and correct in all material respects (except to the extent any such representation or warranty is qualified by “materially”, “Material Adverse Effect” or a similar term, in which case such representation and warranty shall be true and correct in all respects) on and as of and immediately after giving effect to the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall have occurred be true and correct in all material respects (except to the extent any such representation or warranty is qualified by “materially”, “Material Adverse Effect” or a similar term, in which case such representation and warranty shall be continuingtrue and correct in all respects) as of such earlier date); provided that the only representations relating to the Borrower or its Subsidiaries and their businesses, the accuracy of which shall be a condition to availability on the Effective Date shall be those in Sections 3.01, 3.02, 3.08, 3.16, 3.19 and 3.20. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Material Adverse Effect Default or Event of Default shall have occurredoccurred and be continuing; provided that with respect to the initial funding on the Effective Date, the condition precedent shall be that no Closing Date MAE shall have occurred. (c) The representations and warranties of the Loan Parties set forth in this Agreement and in the other Loan Documents shall be true and correct on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date; provided that with respect to the initial funding on the Effective Date, no Loan Party will be required to make the representation contained in Section 7.04(b) and the only representations (and related Defaults) relating to the Acquisition Properties Borrower or its Subsidiaries and their businesses, the making accuracy of which shall be a condition precedent under this Section 6.02(c) to availability on the Effective Date shall be those representations contained in Sections 7.013.01, 7.023.02, 7.033.08, 7.07(a)3.16, 7.08, 7.09 3.19 and 7.23. 3.20. Each Borrowing (d) The making of such Loan provided that a conversion or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, would not conflict with, or cause any Lender or the Issuing Bank to violate or exceed, any applicable Governmental Requirement, and no Change in Law shall have occurred, and no litigation shall be pending or threatened, which does or, with respect to any threatened litigation, seeks to, enjoin, prohibit or restrain, the making or repayment of any Loan, the issuance, amendment, renewal, extension or repayment of any Letter of Credit or any participations therein or the consummation of the transactions contemplated by this Agreement or any other Loan Document. (e) The receipt by the Administrative Agent continuation of a Borrowing Request in accordance with shall not constitute a “Borrowing” for purposes of this Section 2.03 or a request for a Letter of Credit in accordance with Section 2.08(b), as applicable. Each Borrowing 4.02) and each issuance, amendment, renewal or extension of any a Letter of Credit shall be deemed to constitute a representation and warranty by the Parent Guarantor Holdings and the Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section 6.02(a) through (e)4.02.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (including the initial funding)Borrowing, and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions: (a) The representations and warranties of the Borrower set forth in this Agreement shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; provided that the aforementioned materiality qualifier shall not apply to the extent any representations and warranties contain a materiality qualifier within such representation and warranty. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. (bc) At The Administrative Agent shall have received a Borrowing Request as required by Section 2.03 or the time of applicable Issuing Bank and immediately after giving effect to such Borrowing or the Administrative Agent shall have received a request for the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Material Adverse Effect shall have occurred; provided that with respect to the initial funding on the Effective Date, the condition precedent shall be that no Closing Date MAE shall have occurred. (c) The representations and warranties of the Loan Parties set forth in this Agreement and in the other Loan Documents shall be true and correct on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date; provided that with respect to the initial funding on the Effective Date, no Loan Party will be required to make the representation contained in Section 7.04(b) and the only representations (and related Defaults) relating to the Acquisition Properties the making of which shall be a condition precedent under this Section 6.02(c) on the Effective Date shall be those representations contained in Sections 7.01, 7.02, 7.03, 7.07(a), 7.08, 7.09 and 7.23. (d) The making of such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, would not conflict with, or cause any Lender or the Issuing Bank to violate or exceed, any applicable Governmental Requirement, and no Change in Law shall have occurred, and no litigation shall be pending or threatened, which does or, with respect to any threatened litigation, seeks to, enjoin, prohibit or restrain, the making or repayment of any Loan, the issuance, amendment, renewal, extension or repayment of any Letter of Credit or any participations therein or the consummation of the transactions contemplated by this Agreement or any other Loan Document. (e) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit in accordance with as required by Section 2.08(b2.05(b), as applicable. Each Borrowing and each issuance, amendment, renewal or extension of any a Letter of Credit shall be deemed to constitute a representation and warranty by the Parent Guarantor and the Borrower on the date thereof as to the matters specified in Section 6.02(aparagraphs (a) through and (e)b) of this Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (including the initial funding)Borrowing, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions: (a) The representations and warranties of the Borrowers set forth in this Agreement shall be true and correct in all material respects (provided that such representations and warranties shall be true in all respects if they are already qualified by a materiality standard) on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. (bc) At the time of and immediately after After giving effect to such any Borrowing or the issuance, amendment, renewal or extension issuance of such any Letter of Credit, as applicable, no Material Adverse Effect shall have occurred; provided that with respect to the initial funding on the Effective Date, the condition precedent shall be that no Closing Date MAE shall have occurred. (c) The representations and warranties of the Loan Parties set forth in this Agreement and in the other Loan Documents shall be true and correct on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date; provided that with respect to the initial funding on the Effective Date, no Loan Party will be required to make the representation contained in Section 7.04(b) and the only representations (and related Defaults) relating to the Acquisition Properties the making of which shall be a condition precedent under this Section 6.02(c) on the Effective Date shall be those representations contained in Sections 7.01, 7.02, 7.03, 7.07(a), 7.08, 7.09 and 7.23. (d) The making of such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, would Availability is not conflict with, or cause any Lender or the Issuing Bank to violate or exceed, any applicable Governmental Requirement, and no Change in Law shall have occurred, and no litigation shall be pending or threatened, which does or, with respect to any threatened litigation, seeks to, enjoin, prohibit or restrain, the making or repayment of any Loan, the issuance, amendment, renewal, extension or repayment of any Letter of Credit or any participations therein or the consummation of the transactions contemplated by this Agreement or any other Loan Document. (e) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit in accordance with Section 2.08(b), as applicableless than zero. Each Borrowing and each issuance, amendment, renewal or extension of any a Letter of Credit shall be deemed to constitute a representation and warranty by the Parent Guarantor and the Borrower Borrowers on the date thereof as to the matters specified in Section 6.02(aparagraphs (a), (b) through and (e)c) of this Section. Notwithstanding the failure to satisfy the conditions precedent set forth in paragraph (a) or (b) of this Section, unless otherwise directed by the Required Lenders, the Administrative Agent may, but shall have no obligation to, continue to make Loans and an Issuing Bank may, but shall have no obligation to, issue or cause to be issued any Letter of Credit for the ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or issuing or causing to be issued any such Letter of Credit is in the best interests of the Lenders.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (including the initial funding), and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions: (a) At the time of The Administrative Agent shall have received a Borrowing Request and immediately after giving effect to such Borrowing a Tranche B Limit Notice or the issuance, amendment, renewal or extension of such Letter of Credita Tranche C Limit Notice, as applicable, no Default shall have occurred and be continuing. (b) The representations and warranties of the Borrower set forth in this Agreement or any other Credit Document, other than (with respect to any such Loan made after the Effective Date) the representations and warranties contained in Section 3.01(f)(iii), shall be true and correct in all material respects on and as of such date (except those representations and warranties that are qualified by “materiality”, “Material Adverse Effect” or similar language, in which case such representation or warranty shall be true and correct in all respects), and except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall be true and correct in all material respects on and as of such earlier date (except those representations and warranties that are qualified by “materiality”, “Material Adverse Effect” or similar language, in which case such representation or warranty shall be true and correct in all respects as of such earlier date). (c) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicableLoan, no Material Adverse Effect Default or Event of Default shall have occurred; provided that with respect to the initial funding on the Effective Date, the condition precedent shall occurred and be that no Closing Date MAE shall have occurred. (c) The representations and warranties of the Loan Parties set forth in this Agreement and in the other Loan Documents shall be true and correct on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date; provided that with respect to the initial funding on the Effective Date, no Loan Party will be required to make the representation contained in Section 7.04(b) and the only representations (and related Defaults) relating to the Acquisition Properties the making of which shall be a condition precedent under this Section 6.02(c) on the Effective Date shall be those representations contained in Sections 7.01, 7.02, 7.03, 7.07(a), 7.08, 7.09 and 7.23continuing. (d) The making of Immediately after giving effect to such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, would not conflict with, or cause any Lender or the Issuing Bank to violate or exceed, any applicable Governmental Requirement, and no Change in Law shall have occurred, and no litigation shall be pending or threatened, which does or, with respect to any threatened litigation, seeks to, enjoin, prohibit or restrain, the making or repayment of any Loan, (i) the issuance, amendment, renewal, extension or repayment aggregate amount of any Letter of Credit or any participations therein or outstanding Tranche A Loans shall not exceeding the consummation aggregate Loan Value of the transactions contemplated by this Agreement or any other Loan Document. Pledged Eligible Assets, (eii) The receipt by the Administrative Agent aggregate amount of a Borrowing Request in accordance with Section 2.03 or a request for a Letter outstanding Tranche B Loans shall not exceed the Tranche B Limit and (iii) the aggregate amount of Credit in accordance with Section 2.08(b), as applicableoutstanding Tranche C Loans shall not exceed the Tranche C Limit. Each Borrowing and each issuance, amendment, renewal or extension borrowing of any Letter of Credit Loans shall be deemed to constitute a representation and warranty by the Parent Guarantor and the Borrower on the date thereof as to the matters specified in Section 6.02(aparagraphs (b), (c) through and (e)d) of this Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (including the initial funding)Borrowing, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions: (a) At The representations and warranties of the time Loan Parties set forth in the Loan Documents shall be true and correct in all material respects with the same effect as though made on and as of and immediately after giving effect to the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default in each case, except as expressly set forth in Section 2.23(a) (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall have occurred be required to be true and correct in all material respects only as of such specified date, and that any representation or warranty which is subject to any materiality qualifier shall be continuingrequired to be true and correct in all respects). (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Material Adverse Effect shall have occurred; provided that with respect to the initial funding on the Effective Date, the condition precedent shall be that no Closing Date MAE shall have occurred. (c) The representations applicable and warranties of the Loan Parties except as expressly set forth in this Agreement Section 2.23(a), no Default shall have occurred and in the other Loan Documents shall be true and correct on and as of the date of such continuing. Each Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date; (provided that with respect to the initial funding on the Effective Date, no Loan Party will be required to make the representation contained in Section 7.04(b) and the only representations (and related Defaults) relating to the Acquisition Properties the making of which shall be a condition precedent under this Section 6.02(c) on the Effective Date shall be those representations contained in Sections 7.01, 7.02, 7.03, 7.07(a), 7.08, 7.09 and 7.23. (d) The making of such Loan conversion or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, would not conflict with, or cause any Lender or the Issuing Bank to violate or exceed, any applicable Governmental Requirement, and no Change in Law shall have occurred, and no litigation shall be pending or threatened, which does or, with respect to any threatened litigation, seeks to, enjoin, prohibit or restrain, the making or repayment of any Loan, the issuance, amendment, renewal, extension or repayment of any Letter of Credit or any participations therein or the consummation of the transactions contemplated by this Agreement or any other Loan Document. (e) The receipt by the Administrative Agent continuation of a Borrowing Request in accordance with shall not constitute a “Borrowing” for purposes of this Section 2.03 or a request for a Letter of Credit in accordance with Section 2.08(b), as applicable. Each Borrowing 4.02) and each issuance, amendment, renewal or extension of any a Letter of Credit shall be deemed to constitute a representation and warranty by the Parent Guarantor and the Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section 6.02(a4.02. Notwithstanding the failure to satisfy the conditions precedent set forth in paragraph (a) through or (e)b) of this Section 4.02, unless otherwise directed by the Required Lenders, the Administrative Agent may, but shall have no obligation to, continue to make Loans and the Issuing Bank may, but shall have no obligation to, issue or cause to be issued any Letter of Credit for the ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or issuing or causing to be issued any such Letter of Credit is in the best interests of the Lenders.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (including the initial funding)Borrowing, and of the each Issuing Bank to issue, amend, renew amend or extend any Letter of Credit, is subject to the satisfaction of the following conditions: (a) The representations and warranties of the Loan Parties set forth in this Agreement (other than the representations and warranties set forth in Sections 3.06 and 3.08(a)) shall be true and correct (i) in the case of any representation and warranty that is qualified by materiality, in all respects and (ii) otherwise, in all material respects, on and as of the date of such Borrowing or the date of issuance, amendment or extension of such Letter of Credit, as applicable, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct (i) in the case of any representation and warranty that is qualified by materiality, in all respects and (ii) otherwise, in all material respects, as of such earlier date. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal amendment or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. (bc) At the time The Administrative Agent shall have received a notice of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal amendment or extension of such Letter of CreditCredit as required by Section 2.03, as applicable, no Material Adverse Effect shall have occurred; provided that with respect to the initial funding on the Effective Date, the condition precedent shall be that no Closing Date MAE shall have occurred. (c) The representations and warranties of the Loan Parties set forth in this Agreement and in the other Loan Documents shall be true and correct on and as of the date of such Borrowing 2.04 or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date; provided that with respect to the initial funding on the Effective Date, no Loan Party will be required to make the representation contained in Section 7.04(b) and the only representations (and related Defaults) relating to the Acquisition Properties the making of which shall be a condition precedent under this Section 6.02(c) on the Effective Date shall be those representations contained in Sections 7.01, 7.02, 7.03, 7.07(a2.05(b), 7.08, 7.09 and 7.23. (d) The making of such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, would not conflict with, or cause any Lender or the Issuing Bank to violate or exceed, any applicable Governmental Requirement, and no Change in Law shall have occurred, and no litigation shall be pending or threatened, which does or, with respect to any threatened litigation, seeks to, enjoin, prohibit or restrain, the making or repayment of any Loan, the issuance, amendment, renewal, extension or repayment of any Letter of Credit or any participations therein or the consummation of the transactions contemplated by this Agreement or any other Loan Document. (e) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit in accordance with Section 2.08(b), as applicable. Each Borrowing and each issuance, amendment, renewal amendment or extension of any Letter of Credit Credit, shall be deemed to constitute a representation and warranty by the Parent Guarantor and the Borrower Loan Parties on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section 6.02(aand that, after giving effect to such Borrowing, or such issuance, amendment or extension of such Letter of Credit, the aggregate Credit Exposures (or any component thereof) through shall not exceed the maximum amount thereof (eor the maximum amount of any such component) specified in Section 2.01(b), 2.01(c), 2.01(d), 2.04(a) or 2.05(b).

Each Credit Event. The obligation of (i) each Lender to make a Loan on the occasion of any Borrowing of Revolving Loans after the Effective Date and (including the initial funding), and of ii) the Issuing Bank to issue, amendrenew, renew increase or extend any Letter of CreditCredit after the Effective Date (each event referred to in clause (i) and (ii) above, a “Credit Event”), is subject to receipt of the request therefor in accordance herewith and to the satisfaction (or waiver) of the following conditions:express conditions (except as hereinafter indicated, including in connection with any Incremental Loans or Incremental Facility, as provided therein): (a) At Except as expressly set forth herein, the representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects, in each case on and as of the date of such Credit Event (or true and correct in all material respects as of a specified date, if earlier). (b) Except as expressly set forth herein, at the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicableCredit Event, no Default or Event of Default shall have occurred and be continuing. (bc) At Except as expressly set forth herein, the time Administrative Agent shall have received a Borrowing Request meeting the requirements of Section 2.03 (other than in connection with an Incremental Loan). Except as expressly set forth herein, each Borrowing (provided that a conversion or a continuation of a Borrowing shall not constitute a “Borrowing” for purposes of this Section) and immediately after giving effect to such Borrowing or the each issuance, amendmentrenewal, renewal increase or extension of such a Letter of Credit, as applicable, no Material Adverse Effect shall have occurred; provided that with respect to the initial funding Credit (other than any Borrowing or issuance of a Letter of Credit on the Effective Date, the condition precedent shall be that no Closing Date MAE shall have occurred. (c) The representations and warranties of the Loan Parties set forth in this Agreement and in the other Loan Documents shall be true and correct on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date; provided that with respect to the initial funding on the Effective Date, no Loan Party will be required to make the representation contained in Section 7.04(b) and the only representations (and related Defaults) relating to the Acquisition Properties the making of which shall be a condition precedent under this Section 6.02(c) on the Effective Date shall be those representations contained in Sections 7.01, 7.02, 7.03, 7.07(a), 7.08, 7.09 and 7.23. (d) The making of such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, would not conflict with, or cause any Lender or the Issuing Bank to violate or exceed, any applicable Governmental Requirement, and no Change in Law shall have occurred, and no litigation shall be pending or threatened, which does or, with respect to any threatened litigation, seeks to, enjoin, prohibit or restrain, the making or repayment of any Loan, the issuance, amendment, renewal, extension or repayment of any Letter of Credit or any participations therein or the consummation of the transactions contemplated by this Agreement or any other Loan Document. (e) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit in accordance with Section 2.08(b), as applicable. Each Borrowing and each issuance, amendment, renewal or extension of any Letter of Credit shall be deemed to constitute a representation and warranty by the Parent Guarantor and the Borrower on the date thereof as to the matters specified in Section 6.02(aparagraphs (a) through and (e)b) of this Section.

Each Credit Event. The obligation of each any Lender to make a Loan on the occasion of any Borrowing (including the initial funding)Borrowing, and of the any Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction on such date of the following conditions: (a) The representations and warranties of the Borrowers set forth in this Agreement shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable; provided that any such representations and warranties that by their express terms are made as of a specific date shall have been true and correct as of such specific date. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. (b) At continuing and the time Borrowers shall otherwise be in compliance with the provisions of and immediately after giving effect to such Borrowing Section 2.01 or the issuance, amendment, renewal or extension of such Letter of Credit2.05(b), as applicable, no Material Adverse Effect shall have occurred; provided that with respect to the initial funding on the Effective Date, the condition precedent shall be that no Closing Date MAE shall have occurred. (c) The representations and warranties If no Borrowing Base Certificate has been delivered to the Administrative Agent during the period of thirty (30) days prior to the Loan Parties set forth in this Agreement and in date of any Borrowing, the other Loan Documents Borrowers shall be true and correct have delivered to the Administrative Agent, prior to 10:00 a.m., New York City time, on and as of the Business Day prior to the date of such Borrowing, a Borrowing or Base Certificate demonstrating compliance with the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and Availability requirements as of Friday of the week immediately preceding the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date; provided that with respect to the initial funding on the Effective Date, no Loan Party will be required to make the representation contained in Section 7.04(b) and the only representations (and related Defaults) relating to the Acquisition Properties the making of which shall be a condition precedent under this Section 6.02(c) on the Effective Date shall be those representations contained in Sections 7.01, 7.02, 7.03, 7.07(a), 7.08, 7.09 and 7.23. (d) The making of such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, would not conflict with, or cause any Lender or the Issuing Bank to violate or exceed, any applicable Governmental Requirement, and no Change in Law shall have occurred, and no litigation shall be pending or threatened, which does or, with respect to any threatened litigation, seeks to, enjoin, prohibit or restrain, the making or repayment of any Loan, the issuance, amendment, renewal, extension or repayment of any Letter of Credit or any participations therein or the consummation of the transactions contemplated by this Agreement or any other Loan Document. (e) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit in accordance with Section 2.08(b), as applicableBorrowing. Each Borrowing and each issuance, amendment, renewal or extension of any a Letter of Credit shall be deemed to constitute a representation and warranty by the Parent Guarantor and the Borrower Borrowers on the date thereof as to the matters specified in Section 6.02(aparagraphs (a) through and (e)b) of this Section.

Each Credit Event. The After the Funding Date, the obligation of each Lender to make a Loan on the occasion of any Borrowing (including the initial funding)new Loan, and of the Issuing Bank L/C Issuers to issue, amend, renew or extend any Letter of Credit, Credit is subject to the satisfaction (or waiver in accordance with Section 9.08) of the following conditions: (a) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Material Adverse Effect shall have occurred; provided that with respect to the initial funding on the Effective Date, the condition precedent shall be that no Closing Date MAE shall have occurred. (c) The representations and warranties of the Loan Parties set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except (i) to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct in all material respects as of such specified earlier date; provided that with respect , and (ii) to the initial funding on the Effective Dateextent that any representation or warranty is qualified by or subject to a “material adverse effect”, no Loan Party will be required to make the “material adverse change” or similar term or qualification, in which case, such representation contained in Section 7.04(b) and the only representations (and related Defaults) relating to the Acquisition Properties the making of which or warranty shall be a condition precedent under this Section 6.02(c) on the Effective Date shall be those representations contained true and correct in Sections 7.01, 7.02, 7.03, 7.07(a), 7.08, 7.09 and 7.23all respects. (d) The making of such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, would not conflict with, or cause any Lender or the Issuing Bank to violate or exceed, any applicable Governmental Requirement, and no Change in Law shall have occurred, and no litigation shall be pending or threatened, which does or, with respect to any threatened litigation, seeks to, enjoin, prohibit or restrain, the making or repayment of any Loan, the issuance, amendment, renewal, extension or repayment of any Letter of Credit or any participations therein or the consummation of the transactions contemplated by this Agreement or any other Loan Document. (ec) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit (including an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b2.23(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any Letter of Credit shall be deemed to constitute a representation and warranty by the Parent Guarantor and the Borrower on the date thereof as to the matters specified in Section 6.02(athe foregoing clauses (a) through and (eb). For purposes of determining compliance with the conditions specified in Sections 4.01, 4.02 and 4.03, each Lender shall be deemed to have consented to, approved, accepted or be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to the Lenders unless an officer of the Administrative Agent responsible for the transactions contemplated by the Loan Documents shall have received notice from such Lender prior to the Effective Date, the Funding Date or such other extension of credit, as applicable, specifying its objection thereto and such Lender shall not have made available to the Administrative Agent such Lender’s ratable portion of any Borrowing to occur on such date.

Each Credit Event. The obligation On or after the Amendment and Restatement Effective Date, the obligations of each Lender the Lenders to make a Loan Loans on the occasion of any Borrowing (including the initial funding)Borrowing, and of the Issuing Bank Banks to issue, amend, renew or extend any Letter of Credit, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) At The representations and warranties of each Loan Party set forth in the time Loan Documents shall be true and correct in all material respects (or, in the case of representations and immediately after giving effect warranties qualified as to materiality or Material Adverse Effect, in all respects) on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall have occurred be true and be continuingcorrect in all material respects (or in all respects, as applicable) as of such earlier date. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Material Adverse Effect Default or Event of Default shall have occurred; provided that with respect to the initial funding on the Effective Date, the condition precedent shall occurred and be that no Closing Date MAE shall have occurredcontinuing. (c) The representations and warranties of Borrower shall have delivered to the Loan Parties Administrative Agent a request for Borrowing that complies with the requirements set forth in this Agreement and in the other Loan Documents shall be true and correct on and as of the date of such Section 2.03. Each Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date; (provided that with respect to the initial funding on the Effective Date, no Loan Party will be required to make the representation contained in Section 7.04(b) and the only representations (and related Defaults) relating to the Acquisition Properties the making of which shall be a condition precedent under this Section 6.02(c) on the Effective Date shall be those representations contained in Sections 7.01, 7.02, 7.03, 7.07(a), 7.08, 7.09 and 7.23. (d) The making of such Loan conversion or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, would not conflict with, or cause any Lender or the Issuing Bank to violate or exceed, any applicable Governmental Requirement, and no Change in Law shall have occurred, and no litigation shall be pending or threatened, which does or, with respect to any threatened litigation, seeks to, enjoin, prohibit or restrain, the making or repayment of any Loan, the issuance, amendment, renewal, extension or repayment of any Letter of Credit or any participations therein or the consummation of the transactions contemplated by this Agreement or any other Loan Document. (e) The receipt by the Administrative Agent a continuation of a Borrowing Request in accordance with shall not constitute a “Borrowing” for purposes of this Section 2.03 or 4.02) (other than a request for Borrowing under any Incremental Facility the proceeds of which are used to finance a Letter of Credit in accordance with Section 2.08(bLimited Condition Transaction), as applicable. Each Borrowing and each issuance, amendment, renewal or extension of any a Letter of Credit shall be deemed to constitute a representation and warranty by the Parent Guarantor Holdings and the Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section 6.02(a) through (e)4.02.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (including the initial funding)Borrowing, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions: (a) The representations and warranties of the Borrowers set forth in this Agreement (other than the representation contained in Section 3.04(b)) shall be true and correct on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date), as applicable. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Material Adverse Effect shall have occurred; provided that with respect to the initial funding on the Effective Date, the condition precedent shall be that no Closing Date MAE shall have occurred. (c) The representations and warranties of the Loan Parties set forth in this Agreement and in the other Loan Documents No law or regulation shall be true and correct on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date; provided that with respect to the initial funding on the Effective Date, no Loan Party will be required to make the representation contained in Section 7.04(b) and the only representations (and related Defaults) relating to the Acquisition Properties the making of which shall be a condition precedent under this Section 6.02(c) on the Effective Date shall be those representations contained in Sections 7.01, 7.02, 7.03, 7.07(a), 7.08, 7.09 and 7.23. (d) The making of such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, would not conflict with, or cause any Lender or the Issuing Bank to violate or exceed, any applicable Governmental Requirementprohibit, and no Change in Law order, judgment or decree of any Governmental Authority shall have occurred, and no litigation shall be pending or threatened, which does or, with respect to any threatened litigation, seeks to, enjoin, prohibit or restrain, any Lender from making the making requested Loan or repayment the Issuing Bank or any Lender from issuing, renewing, extending or increasing the face amount of any Loan, or participating in the issuance, amendment, renewal, extension or repayment of any Letter of Credit requested to be issued, renewed, extended or any participations therein or the consummation of the transactions contemplated by this Agreement or any other Loan Document. (e) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit in accordance with Section 2.08(b), as applicableincreased. Each Borrowing and each issuance, amendment, renewal or extension of any a Letter of Credit shall be deemed to constitute a representation and warranty by the Parent Guarantor and the Borrower Borrowers on the date thereof as to the matters specified in Section 6.02(aparagraphs (a) through and (e)b) of this Section.

Each Credit Event. The obligation of each Lender the Bank to make a each Loan on the occasion of any Borrowing (including the initial funding), and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, each Borrower is subject to the satisfaction of the following conditionsconditions by such Borrower: (ai) At the time representations and warranties of such Borrower set forth in each Loan Document to which it is a party shall be true and immediately after giving effect correct in all respects on and as of the date of such Loan (other than, as to any such representation or warranty that by its terms refers to a specific date, in which case such representation and warranty shall be true and correct in all respects as of such specified date), and (ii) no Default with respect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default Borrower shall have occurred and be continuing. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Material Adverse Effect The Bank shall have occurred; provided that with respect to received a written Borrowing Request signed by such Borrower setting forth the initial funding on the Effective Date, the condition precedent shall be that no Closing Date MAE shall have occurredinformation required by Section 2.2. (c) The representations To the extent required by Regulation U, the Bank shall have received (i) a copy of a Federal Reserve Form, duly executed and warranties delivered by such Borrower and completed for delivery to the Bank, in form acceptable to the Bank, or (ii) a current list of Margin Stock and Non-Margin Assets of such Borrower, in a form acceptable to the Loan Parties set forth in this Agreement Bank and in the other Loan Documents shall be true and correct on and as of the date of such Borrowing or the date of issuanceall respects in compliance with Regulation U, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date; provided that with respect to the initial funding on the Effective Date, no Loan Party will be required to make the representation contained in including Section 7.04(b221.3(c)(2)(iv) and the only representations (and related Defaults) relating to the Acquisition Properties the making of which shall be a condition precedent under this Section 6.02(c) on the Effective Date shall be those representations contained in Sections 7.01, 7.02, 7.03, 7.07(a), 7.08, 7.09 and 7.23thereof. (d) The making Bank shall have received such other documentation and assurances as shall be reasonably required by it in connection herewith, including without limitation a duly completed certificate of a duly authorized representative of such Loan or Borrower, substantially in the issuance, amendment, renewal or extension form of such Letter of Credit, as applicable, would not conflict with, or cause any Lender or the Issuing Bank to violate or exceed, any applicable Governmental Requirement, and no Change in Law shall have occurred, and no litigation shall be pending or threatened, which does or, with respect to any threatened litigation, seeks to, enjoin, prohibit or restrain, the making or repayment of any Loan, the issuance, amendment, renewal, extension or repayment of any Letter of Credit or any participations therein or the consummation of the transactions contemplated by this Agreement or any other Loan DocumentExhibit F hereto. (e) The receipt by No change in the Administrative Agent financial condition or business prospects of the Borrower that may constitute a Borrowing Request Material Adverse Effect in accordance with Section 2.03 or a the reasonable judgment of the Bank. Each request for a Letter of Credit in accordance with Section 2.08(b), as applicable. Each Borrowing and each issuance, amendment, renewal or extension of any Letter of Credit Loan by each Borrower shall be deemed to constitute a representation and warranty by the Parent Guarantor and the such Borrower on the date thereof as to the matters specified in Section 6.02(aparagraph (a) through (e)of this Section.

Each Credit Event. The obligation of each Revolving Lender to make a Revolving Loan on the occasion of any Borrowing (including the initial funding)Revolving Borrowing, and of the any Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions: (a) At The Agent shall have received, in the case of a Revolving Borrowing, a Borrowing Request as required by Section 2.03 (or a Borrowing Request shall have been deemed given in accordance with the last paragraph of Section 2.03) or, in the case of the issuance of a Letter of Credit, the applicable Issuing Bank and the Agent shall have received a notice requesting the issuance of such Letter of Credit as required by Section 2.06(a)(ii) or (b)(ii), as applicable, or, in the case of a Swingline Borrowing, the Swingline Lender and the Agent shall have received a Swingline Borrowing request as required by Section 2.05(a)(i) or (b)(i), as applicable. (b) The representations and warranties of the Loan Parties set forth in this Agreement and in each of the other Loan Documents shall be true and correct in all material respects (or, in the case of any representations and warranties qualified by materiality or Material Adverse Effect, in all respects) on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects (or, in the case of any representations and warranties qualified by materiality or Material Adverse Effect, in all respects) as of such earlier date); provided that the only Loan Documents representations the accuracy of which shall condition the availability of Loans and Letters of Credit hereunder on the Effective Date, shall be only the Specified Representations. (c) After the Effective Date, at the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, no Event of Default or Default shall have occurred and be continuing. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Material Adverse Effect shall have occurred; provided that with respect to the initial funding on the Effective Date, the condition precedent shall be that no Closing Date MAE shall have occurred. (c) The representations and warranties of the Loan Parties set forth in this Agreement and in the other Loan Documents shall be true and correct on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date; provided that with respect to the initial funding on the Effective Date, no Loan Party will be required to make the representation contained in Section 7.04(b) and the only representations (and related Defaults) relating to the Acquisition Properties the making of which shall be a condition precedent under this Section 6.02(c) on the Effective Date shall be those representations contained in Sections 7.01, 7.02, 7.03, 7.07(a), 7.08, 7.09 and 7.23. (d) The making of such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, would not conflict with, or cause any Lender or the Issuing Bank to violate or exceed, any applicable Governmental Requirement, and no Change in Law shall have occurred, and no litigation shall be pending or threatened, which does or, with respect to any threatened litigation, seeks to, enjoin, prohibit or restrain, the making or repayment of any Loan, the issuance, amendment, renewal, extension or repayment of any Letter of Credit or any participations therein or the consummation of the transactions contemplated by this Agreement or any other Loan Document. (e) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit in accordance with Section 2.08(b), as applicable. Each Borrowing and each issuance, amendment, renewal or extension of any a Letter of Credit shall be deemed to constitute a representation and warranty by the Parent Guarantor and the Borrowers within such Borrower Group on behalf of whom such extension of credit is proposed to be made on the date thereof as to the matters specified in Section 6.02(aparagraphs (b) through and (ec).

Each Credit Event. The obligation of each Lender to make a Loan to a Borrower on the occasion of any Borrowing (including other than a continuation or conversion of an existing Borrowing and other than a Borrowing of Acquisition-Related Incremental Term Loans) and the initial funding), and obligation of the Issuing Bank to issue, amend, renew or extend issue any Letter of Credit, Credit is subject to the satisfaction of the following conditions: (a) At the time The representations and warranties of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension each of such Letter Borrower, its Subsidiary Guarantors and its Parent set forth in the Loan Documents to which it is a party shall be true and correct in all material respects (or in all respects if qualified by materiality) on and as of Creditthe date of such Borrowing, except to the extent that any such representation and warranty relates to an earlier date (in which case such representation and warranty shall be true and correct as applicable, no Default shall have occurred and be continuingof such earlier date). (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicableBorrowing, no Material Adverse Effect Default shall have occurred; provided that with respect to the initial funding on the Effective Date, the condition precedent shall occurred and be that no Closing Date MAE shall have occurredcontinuing. (c) The representations and warranties of the Loan Parties set forth in this Agreement and in the other Loan Documents shall be true and correct on and as of the date of such Borrowing Administrative Agent or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date; provided that with respect to the initial funding on the Effective Date, no Loan Party will be required to make the representation contained in Section 7.04(b) and the only representations (and related Defaults) relating to the Acquisition Properties the making of which shall be a condition precedent under this Section 6.02(c) on the Effective Date shall be those representations contained in Sections 7.01, 7.02, 7.03, 7.07(a), 7.08, 7.09 and 7.23. (d) The making of such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, would not conflict with, or cause any Lender or the Issuing Bank to violate or exceed, any applicable Governmental Requirement, and no Change in Law shall have occurred, and no litigation shall be pending or threatened, which does or, with respect to any threatened litigation, seeks to, enjoin, prohibit or restrain, the making or repayment of any Loan, the issuance, amendment, renewal, extension or repayment of any Letter of Credit or any participations therein or the consummation of the transactions contemplated by this Agreement or any other Loan Document. (e) The receipt by the Administrative Agent of received a Borrowing Request borrowing notice in accordance with Section 2.03 or a request for a Letter of Credit request in accordance with Section 2.08(b2.17(b), as applicable. Each Borrowing (other than a continuation or conversion of an existing Borrowing and each issuance, amendment, renewal or extension other than a Borrowing of any Letter of Credit Acquisition-Related Incremental Term Loans) by a Borrower shall be deemed to constitute a representation and warranty by the Parent Guarantor and the such Borrower on the date thereof as to the matters specified in Section 6.02(aparagraphs (a) through and (e)b) of this Section.

Each Credit Event. The obligation obligations of (a) each Lender to make a Loan on the occasion of any Borrowing and (including the initial funding), and of the b) each Issuing Bank to issue, amend, renew renew, reinstate or extend any Letter of Credit (it being understood that the conversion into or continuation of a Eurodollar Loan or, solely with respect to Section 4.02(a), the amendment, renewal, reinstatement or extension of a Letter of Credit does not constitute a Borrowing or the issuance of a Letter of Credit), is are subject to the satisfaction of the following conditions: (a) At The representations and warranties of the time Loan Parties set forth in this Agreement shall be true and correct in all material respects on and as of and immediately after giving effect to the date of such Borrowing or the issuance, amendment, renewal or extension date of issuance of such Letter of Credit, as applicable, no Default except that such representations and warranties (A) that relate solely to an earlier date shall have occurred be true and correct in all material respects as of such earlier date and (B) shall be continuingtrue and correct in all respects to the extent they are qualified by a materiality standard. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal renewal, reinstatement or extension of such Letter of Credit, as applicable, no Material Adverse Effect Default or Event of Default shall have occurred; provided that with respect to the initial funding on the Effective Date, the condition precedent shall occurred and be that no Closing Date MAE shall have occurredcontinuing. (c) The representations and warranties of the Loan Parties set forth in this Agreement and in the other Loan Documents shall be true and correct on and as of the date of such After giving effect to any Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date; provided that with respect to the initial funding on the Effective Date, no Loan Party will be required to make the representation contained in Section 7.04(b) and the only representations (and related Defaults) relating to the Acquisition Properties the making of which shall be a condition precedent under this Section 6.02(c) on the Effective Date shall be those representations contained in Sections 7.01, 7.02, 7.03, 7.07(a), 7.08, 7.09 and 7.23. (d) The making of such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, would not conflict with, or cause any Lender or the Issuing Bank to violate or exceed, any applicable Governmental Requirement, and no Change in Law shall have occurred, and no litigation shall be pending or threatened, which does or, with respect to any threatened litigation, seeks to, enjoin, prohibit or restrain, the making or repayment of any Loan, the issuance, amendment, renewal, reinstatement or extension or repayment of any Letter of Credit or any participations therein or Credit, the consummation Aggregate Revolving Exposure shall not exceed the lesser of (i) the transactions contemplated by this Agreement or any other Loan Document. Borrowing Base as in effect at such time and (eii) The receipt by the Administrative Agent of a Borrowing Request aggregate Revolving Commitments as in accordance with Section 2.03 or a request for a Letter of Credit in accordance with Section 2.08(b), as applicableeffect at such time. Each Borrowing and each issuance, amendment, renewal or extension issuance of any a Letter of Credit shall be deemed to constitute a representation and warranty by the Parent Guarantor and the Borrower Borrowers on the date thereof as to the matters specified in paragraphs (a), (b) and (c) of this Section 6.02(a4.02. Each amendment, renewal, reinstatement or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrowers on the date thereof as to the matters specified in paragraphs (b) through and (e)c) of this Section 4.02.

Each Credit Event. The obligation of each Lender to make a Loan (other than pursuant to a Mandatory Borrowing) on the occasion of any Borrowing (including the initial funding), and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, and the effectiveness of any extension of the Maturity Date pursuant to Section 2.21, is subject to the satisfaction of the following conditions: (a) At The representations and warranties of the time Borrower set forth in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension date of such Letter of CreditBorrowing, Commitment Increase or extension, as applicable, no Default except that (i) to the extent that such representations and warranties specifically refer to an earlier date, they shall have occurred be true and correct in all material respects as of such earlier date and (ii) any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be continuingtrue and correct in all respects. (b) At the time of and immediately after giving effect to such Borrowing Borrowing, Commitment Increase or the issuance, amendment, renewal or extension of such Letter of Creditextension, as applicable, no Material Adverse Effect Default or Event of Default shall have occurred; provided that with respect to the initial funding on the Effective Date, the condition precedent shall occurred and be that no Closing Date MAE shall have occurred. (c) The representations and warranties of the Loan Parties set forth in this Agreement and in the other Loan Documents shall be true and correct on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date; provided that with respect to the initial funding on the Effective Date, no Loan Party will be required to make the representation contained in Section 7.04(b) and the only representations (and related Defaults) relating to the Acquisition Properties the making of which shall be a condition precedent under this Section 6.02(c) on the Effective Date shall be those representations contained in Sections 7.01, 7.02, 7.03, 7.07(a), 7.08, 7.09 and 7.23. (d) The making of such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, would not conflict with, or cause any Lender or the Issuing Bank to violate or exceed, any applicable Governmental Requirement, and no Change in Law shall have occurred, and no litigation shall be pending or threatened, which does or, with respect to any threatened litigation, seeks to, enjoin, prohibit or restrain, the making or repayment of any Loan, the issuance, amendment, renewal, extension or repayment of any Letter of Credit or any participations therein or the consummation of the transactions contemplated by this Agreement or any other Loan Document. (e) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit in accordance with Section 2.08(b), as applicablecontinuing. Each Borrowing and Borrowing, each issuance, amendment, renewal or extension of any a Letter of Credit Credit, each extension of the Maturity Date and each Commitment Increase shall be deemed to constitute a representation and warranty by the Parent Guarantor Borrower that the conditions specified in paragraphs (a) and the Borrower on (b) of this Section 4.2 have been satisfied as of the date thereof as to the matters specified in Section 6.02(a) through (e)thereof.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (including the initial funding)Borrowing, and of the any Issuing Bank Lender to issue, amend, renew or extend any Letter of Credit, Credit is subject to the receipt by the Administrative Agent of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) At The representations and warranties of the time Loan Parties set forth in the Loan Documents that are qualified by materiality shall be true and correct and the representations and warranties that are not so qualified shall be true and correct in all material respects on and as of and immediately after giving effect to the date of such Borrowing Borrowing, or the date of such issuance, amendment, renewal or extension of such Letter of Credit, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties that are qualified by materiality shall be true and correct and such representations and warranties that are not so qualified shall be true and correct in all material respects, in each case as applicable, no Default shall have occurred and be continuingof such earlier date). (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such any Letter of Credit, as applicable, no Material Adverse Effect Default shall have occurred; occurred and be continuing. Each Borrowing (provided that with respect to the initial funding on the Effective Date, the condition precedent shall be that no Closing Date MAE shall have occurred. (c) The representations and warranties of the Loan Parties set forth in this Agreement and in the other Loan Documents shall be true and correct on and as of the date of such Borrowing a conversion or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date; provided that with respect to the initial funding on the Effective Date, no Loan Party will be required to make the representation contained in Section 7.04(b) and the only representations (and related Defaults) relating to the Acquisition Properties the making of which shall be a condition precedent under this Section 6.02(c) on the Effective Date shall be those representations contained in Sections 7.01, 7.02, 7.03, 7.07(a), 7.08, 7.09 and 7.23. (d) The making of such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, would not conflict with, or cause any Lender or the Issuing Bank to violate or exceed, any applicable Governmental Requirement, and no Change in Law shall have occurred, and no litigation shall be pending or threatened, which does or, with respect to any threatened litigation, seeks to, enjoin, prohibit or restrain, the making or repayment of any Loan, the issuance, amendment, renewal, extension or repayment of any Letter of Credit or any participations therein or the consummation of the transactions contemplated by this Agreement or any other Loan Document. (e) The receipt by the Administrative Agent continuation of a Borrowing Request in accordance with Section 2.03 or shall not constitute a request “Borrowing” for a Letter purposes of Credit in accordance with Section 2.08(b), as applicable. Each Borrowing this Section) and each issuance, amendment, renewal or extension of any Letter of Credit shall be deemed to constitute a representation and warranty by the Parent Guarantor and the Borrower Borrowers on the date thereof as to the matters specified in Section 6.02(aparagraphs (a) through and (e)b) of this Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (including the initial funding)Borrowing, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions: (a) The representations and warranties of the Borrower set forth in this Agreement shall be true and correct on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. (bc) At the time of and immediately after After giving effect to such any Borrowing or the issuance, amendment, renewal or extension issuance of such any Letter of Credit, as applicable, no Material Adverse Effect shall have occurred; provided that with respect to the initial funding on the Effective Date, the condition precedent shall be that no Closing Date MAE shall have occurred. (c) The representations and warranties of the Loan Parties set forth in this Agreement and in the other Loan Documents shall be true and correct on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date; provided that with respect to the initial funding on the Effective Date, no Loan Party will be required to make the representation contained in Section 7.04(b) and the only representations (and related Defaults) relating to the Acquisition Properties the making of which shall be a condition precedent under this Section 6.02(c) on the Effective Date shall be those representations contained in Sections 7.01, 7.02, 7.03, 7.07(a), 7.08, 7.09 and 7.23. (d) The making of such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, would Availability is not conflict with, or cause any Lender or the Issuing Bank to violate or exceed, any applicable Governmental Requirement, and no Change in Law shall have occurred, and no litigation shall be pending or threatened, which does or, with respect to any threatened litigation, seeks to, enjoin, prohibit or restrain, the making or repayment of any Loan, the issuance, amendment, renewal, extension or repayment of any Letter of Credit or any participations therein or the consummation of the transactions contemplated by this Agreement or any other Loan Document. (e) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit in accordance with Section 2.08(b), as applicableless than zero. Each Borrowing and each issuance, amendment, renewal or extension of any a Letter of Credit shall be deemed to constitute a representation and warranty by the Parent Guarantor and the Borrower on the date thereof as to the matters specified in Section 6.02(aparagraphs (a), (b) through and (e)c) of this Section. Notwithstanding the failure to satisfy the conditions precedent set forth in paragraphs (a) or (b) of this Section, unless otherwise directed by the Required Lenders, the Administrative Agent may, but shall have no obligation to, continue to make Loans and an Issuing Bank may, but shall have no obligation to, issue or cause to be issued any Letter of Credit for the ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or issuing or causing to be issued any such Letter of Credit is in the best interests of the Lenders.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (including the initial funding)Borrowing, and of the Issuing Bank to issue, amend, renew amend or extend any Letter of Credit, is subject to the satisfaction of the following conditions: (a) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Material Adverse Effect shall have occurred; provided that with respect to the initial funding on the Effective Date, the condition precedent shall be that no Closing Date MAE shall have occurred. (c) The representations and warranties of the Loan Parties set forth in this Agreement and in the other Loan Documents (including, without limitation, the representations and warranties set forth in Sections 3.04(b) and 3.06(a)) shall be true and correct in all material respects (except that any representation and warranty that is qualified as to materiality or Material Adverse Effect shall be true and correct in all respects as so qualified) with the same effect as though made on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date, and that any representation or warranty which is subject to any materiality qualifier shall be required to be true and correct in all respects). (b) At the time of, or on a pro forma basis after giving effect to the making of such Borrowing or the issuance, amendment, renewal, or extension of such Letter of Credit, as applicable, except to the extent any such representations no Default or Event of Default shall have occurred and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date; provided that with respect to the initial funding on the Effective Date, no Loan Party will be required to make the representation contained in Section 7.04(b) and the only representations (and related Defaults) relating to the Acquisition Properties the making of which shall be a condition precedent under this Section 6.02(c) on the Effective Date shall be those representations contained in Sections 7.01, 7.02, 7.03, 7.07(a), 7.08, 7.09 and 7.23continuing. (dc) The making of such Loan or the issuanceAdministrative Agent and, amendment, renewal or extension of such Letter of Credit, as if applicable, would not conflict with, or cause any Lender or the relevant Issuing Bank to violate or exceed, any applicable Governmental Requirement, and no Change in Law shall have occurred, and no litigation shall be pending or threatened, which does or, with respect to any threatened litigation, seeks to, enjoin, prohibit or restrain, the making or repayment of any Loan, the issuance, amendment, renewal, extension or repayment of any Letter of Credit or any participations therein or the consummation of the transactions contemplated by this Agreement or any other Loan Document. (e) The receipt by the Administrative Agent of received a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit in accordance with Section 2.08(b), as applicablethe requirements hereof. Each Borrowing and each issuance, amendment, renewal or extension of any a Letter of Credit shall be deemed to constitute a representation and warranty by the Parent Guarantor and the Borrower Borrowers on the date thereof as to the matters specified in Section 6.02(aparagraphs (a) through and (e)b) of this Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (including the initial funding)Borrowing, and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions: (a) The representations and warranties of the Loan Parties set forth in this Agreement (other than the representations and warranties set forth in Sections 3.06 and 3.08(a)) shall be true and correct (i) in the case of any representation and warranty that is qualified by materiality, in all respects and (ii) otherwise, in all material respects, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct (i) in the case of any representation and warranty that is qualified by materiality, in all respects and (ii) otherwise, in all material respects, as of such earlier date. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. (bc) At the time The Administrative Agent shall have received a notice of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of CreditCredit as required by Section 2.03, as applicable, no Material Adverse Effect shall have occurred; provided that with respect to the initial funding on the Effective Date, the condition precedent shall be that no Closing Date MAE shall have occurred. (c) The representations and warranties of the Loan Parties set forth in this Agreement and in the other Loan Documents shall be true and correct on and as of the date of such Borrowing 2.04 or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date; provided that with respect to the initial funding on the Effective Date, no Loan Party will be required to make the representation contained in Section 7.04(b) and the only representations (and related Defaults) relating to the Acquisition Properties the making of which shall be a condition precedent under this Section 6.02(c) on the Effective Date shall be those representations contained in Sections 7.01, 7.02, 7.03, 7.07(a2.05(b), 7.08, 7.09 and 7.23. (d) The making of such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, would not conflict with, or cause any Lender or the Issuing Bank to violate or exceed, any applicable Governmental Requirement, and no Change in Law shall have occurred, and no litigation shall be pending or threatened, which does or, with respect to any threatened litigation, seeks to, enjoin, prohibit or restrain, the making or repayment of any Loan, the issuance, amendment, renewal, extension or repayment of any Letter of Credit or any participations therein or the consummation of the transactions contemplated by this Agreement or any other Loan Document. (e) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit in accordance with Section 2.08(b), as applicable. Each Borrowing and each issuance, amendment, renewal or extension of any Letter of Credit Credit, shall be deemed to constitute a representation and warranty by the Parent Guarantor and the Borrower Loan Parties on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section 6.02(aand that, after giving effect to such Borrowing, or such issuance, amendment, renewal or extension of such Letter of Credit, the aggregate Credit Exposures (or any component thereof) through shall not exceed the maximum amount thereof (eor the maximum amount of any such component) specified in Section 2.01(b), 2.01(c), 2.01(d), 2.04(a) or 2.05(b).

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (including the initial fundingother than a deemed Borrowing under Section 2.17(c) and an Overadvance made under Section 2.04), and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the receipt by the Administrative Agent of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) At Other than the time representation and warranty set forth in Section 3.04(b), the representations and warranties of the Loan Parties set forth in the Loan Documents that are qualified by materiality shall be true and immediately after giving effect to correct and the representations and warranties that are not so qualified shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicablethe case may be, no Default except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall have occurred be true and be continuingcorrect as of such earlier date). (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicablethe case may be, no Material Adverse Effect Default shall have occurred; occurred and be continuing. Each Borrowing (provided that with respect to the initial funding on the Effective Date, the condition precedent shall be that no Closing Date MAE shall have occurred. (c) The representations and warranties of the Loan Parties set forth in this Agreement and in the other Loan Documents shall be true and correct on and as of the date of such Borrowing a conversion or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date; provided that with respect to the initial funding on the Effective Date, no Loan Party will be required to make the representation contained in Section 7.04(b) and the only representations (and related Defaults) relating to the Acquisition Properties the making of which shall be a condition precedent under this Section 6.02(c) on the Effective Date shall be those representations contained in Sections 7.01, 7.02, 7.03, 7.07(a), 7.08, 7.09 and 7.23. (d) The making of such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, would not conflict with, or cause any Lender or the Issuing Bank to violate or exceed, any applicable Governmental Requirement, and no Change in Law shall have occurred, and no litigation shall be pending or threatened, which does or, with respect to any threatened litigation, seeks to, enjoin, prohibit or restrain, the making or repayment of any Loan, the issuance, amendment, renewal, extension or repayment of any Letter of Credit or any participations therein or the consummation of the transactions contemplated by this Agreement or any other Loan Document. (e) The receipt by the Administrative Agent continuation of a Borrowing Request in accordance with Section 2.03 or shall not constitute a request “Borrowing” for a Letter purposes of Credit in accordance with Section 2.08(b), as applicable. Each Borrowing this Section) and each issuance, amendment, renewal or extension of any a Letter of Credit shall be deemed to constitute a representation and warranty by the Parent Guarantor and the Borrower on the date thereof as to the matters specified in Section 6.02(aparagraphs (a) through and (e)b) of this Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (including the initial funding)Borrowing, and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to receipt of the borrowing request therefor in accordance herewith and to the satisfaction of the following conditions: (a) At The representations and warranties of each Loan Party set forth in the time Loan Documents shall be true and correct in all material respects on and as of and immediately after giving effect to the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicablethe case may be; provided that, no Default to the extent that such representations and warranties specifically refer to an earlier date, they shall have occurred 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 shall be continuingtrue and correct in all respects on the date of such credit extension or on such earlier date, as the case may be. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicablethe case may be, no Material Adverse Effect Default or Event of Default shall have occurred; occurred and be continuing. Each Borrowing (provided that with respect to the initial funding on the Effective Date, the condition precedent shall be that no Closing Date MAE shall have occurred. (c) The representations and warranties of the Loan Parties set forth in this Agreement and in the other Loan Documents shall be true and correct on and as of the date of such Borrowing a conversion or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date; provided that with respect to the initial funding on the Effective Date, no Loan Party will be required to make the representation contained in Section 7.04(b) and the only representations (and related Defaults) relating to the Acquisition Properties the making of which shall be a condition precedent under this Section 6.02(c) on the Effective Date shall be those representations contained in Sections 7.01, 7.02, 7.03, 7.07(a), 7.08, 7.09 and 7.23. (d) The making of such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, would not conflict with, or cause any Lender or the Issuing Bank to violate or exceed, any applicable Governmental Requirement, and no Change in Law shall have occurred, and no litigation shall be pending or threatened, which does or, with respect to any threatened litigation, seeks to, enjoin, prohibit or restrain, the making or repayment of any Loan, the issuance, amendment, renewal, extension or repayment of any Letter of Credit or any participations therein or the consummation of the transactions contemplated by this Agreement or any other Loan Document. (e) The receipt by the Administrative Agent continuation of a Borrowing Request in accordance with Section 2.03 or shall not constitute a request “Borrowing” for a Letter purposes of Credit in accordance with Section 2.08(b), as applicable. Each Borrowing this Section) and each issuance, amendment, renewal or extension of any a Letter of Credit shall be deemed to constitute a representation and warranty by the Parent Guarantor Holdings and the Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section. Notwithstanding anything in this Section 6.02(a) through (e)4.02 and in Section 2.20 to the contrary, to the extent that the proceeds of a Term Commitment Increase are to be used to finance a Permitted Acquisition or Investment permitted hereunder, the only conditions precedent to the funding of such Term Commitment Increase shall be the conditions precedent set forth in the related Incremental Term Facility Amendment.

Each Credit Event. The obligation of each any Lender to make a Loan on the occasion of any Borrowing Credit Extension hereunder (including the initial fundingBorrowing hereunder), and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions: (a) At the representations and warranties of each Obligor set forth in this Agreement and of the other Loan Documents to which it is a party (other than the representations and warranties pursuant to Sections 3.5 and 3.10(e), except with respect to the initial Borrowing hereunder), shall be true and correct in all material respects (unless any such representation or warranty is qualified as to materiality or Material Adverse Effect, in which case such representation and warranty shall be true and correct in all respects) on and as of the date of such Credit Extension, both before and immediately after giving effect thereto, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date; (b) at the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicableCredit Extension, no Default shall have occurred and be continuing.; (bc) At at the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Material Adverse Effect shall have occurred; provided that with respect to the initial funding on the Effective DateCredit Extension, the condition precedent aggregate Revolving Credit Exposures of all Lenders at such time shall be that no Closing Date MAE shall have occurred. (c) The representations and warranties not exceed the aggregate Commitments of the Loan Parties set forth in this Agreement and in the other Loan Documents shall be true and correct on and as of the date of all Lenders at such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier datetime; provided that with respect to the initial funding on the Effective Date, no Loan Party will be required to make the representation contained in Section 7.04(b) and the only representations (and related Defaults) relating to the Acquisition Properties the making of which shall be a condition precedent under this Section 6.02(c) on the Effective Date shall be those representations contained in Sections 7.01, 7.02, 7.03, 7.07(a), 7.08, 7.09 and 7.23.and (d) The making of such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, would not conflict with, or cause any Lender or the Issuing Bank to violate or exceed, any applicable Governmental Requirement, and no Change in Law Administrative Agent shall have occurred, and no litigation shall be pending or threatened, which does or, with respect to any threatened litigation, seeks to, enjoin, prohibit or restrain, the making or repayment of any Loan, the issuance, amendment, renewal, extension or repayment of any Letter of Credit or any participations therein or the consummation of the transactions contemplated by this Agreement or any other Loan Document. (e) The receipt by the Administrative Agent of received a Borrowing Request in accordance with Section 2.03 or a request for a Letter the requirements of Credit in accordance with Section 2.08(b), as applicablethis Agreement. Each Borrowing and each issuance, amendment, renewal or extension of any Letter of Credit Borrower shall be deemed to constitute make a representation and warranty by the Parent Guarantor to Administrative Agent and the Borrower Lenders on the date thereof of each Credit Extension hereunder as to the matters specified in clauses (a), (b), and (c) of this Section 6.02(a) through (e)4.2.

Each Credit Event. The obligation of each Lender to make a any Loan (other than the Term B Loans on the occasion of any Borrowing (including the initial fundingFifth Restatement Effective Date), and of the each Issuing Bank Lender to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions: (a) At the representations and warranties of the Borrower set forth in this Agreement, and of each Loan Party in each of the Loan Documents to which it is a party, shall be true and correct in all material respects on and as of the date of such Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable; provided that any representation and warranty that expressly relates to a given date shall be true and correct in all material respects as of such given date; provided, further, that the representations and warranties contained in Section 4.04(a)(i) with respect to the Audited Financial Statements shall be deemed to refer to the most recent financial statements furnished pursuant to Sections 6.01(a) and (b), as applicable; (b) at the time of and immediately after giving effect to such Borrowing Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Material Adverse Effect shall have occurred; provided that with respect to the initial funding on the Effective Date, the condition precedent shall be that no Closing Date MAE shall have occurred.and (c) The representations and warranties of the Loan Parties set forth in this Agreement and in the other Loan Documents shall be true and correct on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date; provided that with respect to the initial funding on the Effective Date, no Loan Party will be required to make the representation contained in Section 7.04(b) and the only representations (and related Defaults) relating to the Acquisition Properties the making of which shall be a condition precedent under this Section 6.02(c) on the Effective Date shall be those representations contained in Sections 7.01, 7.02, 7.03, 7.07(a), 7.08, 7.09 and 7.23. (d) The making of such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, would not conflict with, or cause any Lender or the Issuing Bank to violate or exceed, any applicable Governmental Requirement, and no Change in Law shall have occurred, and no litigation shall be pending or threatened, which does or, with respect to any threatened litigation, seeks to, enjoin, prohibit or restrain, the making or repayment of any Loan, the issuance, amendment, renewal, extension or repayment of any Letter of Credit or any participations therein or the consummation of the transactions contemplated by this Agreement or any other Loan Document. (e) The receipt by the Administrative Agent of shall have received a Borrowing Request in accordance with Section 2.03 or a request for a the requirements hereof and, with respect to any Letter of Credit in accordance with Credit, the Administrative Agent and the applicable Issuing Lender shall have received the notice required pursuant to Section 2.08(b), as applicable2.04(b) hereof. Each Borrowing and each issuance, amendment, renewal or extension of any a Letter of Credit shall be deemed to constitute a representation and warranty by the Parent Guarantor and the Borrower on the date thereof as to the matters specified in Section 6.02(aparagraphs (a) through and (e)b) of the immediately preceding sentence.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (including the initial funding)Borrowing, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions: (a) The representations and warranties of the Borrowers set forth in this Agreement shall be true and correct on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. (bc) At the time of and immediately after After giving effect to such any Borrowing or the issuance, amendment, renewal or extension issuance of such any Letter of Credit, as applicable, no Material Adverse Effect shall have occurred; provided that with respect to the initial funding on the Effective Date, the condition precedent shall be that no Closing Date MAE shall have occurred. (c) The representations and warranties of the Loan Parties set forth in this Agreement and in the other Loan Documents shall be true and correct on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date; provided that with respect to the initial funding on the Effective Date, no Loan Party will be required to make the representation contained in Section 7.04(b) and the only representations (and related Defaults) relating to the Acquisition Properties the making of which shall be a condition precedent under this Section 6.02(c) on the Effective Date shall be those representations contained in Sections 7.01, 7.02, 7.03, 7.07(a), 7.08, 7.09 and 7.23. (d) The making of such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, would Availability is not conflict with, or cause any Lender or the Issuing Bank to violate or exceed, any applicable Governmental Requirement, and no Change in Law shall have occurred, and no litigation shall be pending or threatened, which does or, with respect to any threatened litigation, seeks to, enjoin, prohibit or restrain, the making or repayment of any Loan, the issuance, amendment, renewal, extension or repayment of any Letter of Credit or any participations therein or the consummation of the transactions contemplated by this Agreement or any other Loan Document. (e) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit in accordance with Section 2.08(b), as applicableless than zero. Each Borrowing and each issuance, amendment, renewal or extension of any a Letter of Credit shall be deemed to constitute a representation and warranty by the Parent Guarantor and the Borrower Borrowers on the date thereof as to the matters specified in Section 6.02(aparagraphs (a), (b) through and (e)c) of this Section. Notwithstanding the failure to satisfy the conditions precedent set forth in paragraphs (a) or (b) of this Section, unless otherwise directed by the Required Lenders, the Administrative Agent may, but shall have no obligation to, continue to make Loans and an Issuing Bank may, but shall have no obligation to, issue or cause to be issued any Letter of Credit for the ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or issuing or causing to be issued any such Letter of Credit is in the best interests of the Lenders.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (including the initial fundingincluding, without limitation, pursuant to Sections 2.20, 2.21 and 2.22), and of the Issuing Bank Banks to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions: (a) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, Except as applicable, no Default shall have occurred and be continuing. (bset forth in Section 2.20(c) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Material Adverse Effect shall have occurred; provided that with respect to the initial funding on the Effective DateIncremental Term Loans used to finance a Permitted Acquisition or other investment permitted hereby, the condition precedent shall be that no Closing Date MAE shall have occurred. (c) The representations and warranties of the Loan Parties Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or in all respects if the applicable representation and warranty is qualified by materiality or Material Adverse Effect) on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any that such representations and warranties are expressly limited relate to an earlier date, in which case, on case such representations and warranties shall be true and correct in all material respects (or in all respects if the applicable representation and warranty is qualified by materiality or Material Adverse Effect) as of such earlier date. (b) Except as set forth in Section 2.20(c) with respect to Incremental Term Loans used to finance a Permitted Acquisition or other investment permitted hereby, at the date time of and immediately after giving effect to such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as no Default or Event of such specified earlier date; provided that with respect to the initial funding on the Effective Date, no Loan Party will be required to make the representation contained in Section 7.04(b) and the only representations (and related Defaults) relating to the Acquisition Properties the making of which shall be a condition precedent under this Section 6.02(c) on the Effective Date shall be those representations contained in Sections 7.01, 7.02, 7.03, 7.07(a), 7.08, 7.09 and 7.23. (d) The making of such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, would not conflict with, or cause any Lender or the Issuing Bank to violate or exceed, any applicable Governmental Requirement, and no Change in Law Default shall have occurred, occurred and no litigation shall be pending or threatened, which does or, with respect to any threatened litigation, seeks to, enjoin, prohibit or restrain, the making or repayment of any Loan, the issuance, amendment, renewal, extension or repayment of any Letter of Credit or any participations therein or the consummation of the transactions contemplated by this Agreement or any other Loan Document. (e) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit in accordance with Section 2.08(b), as applicablecontinuing. Each Borrowing and each issuance, amendment, renewal or extension of any a Letter of Credit shall be deemed to constitute a representation and warranty by the Parent Guarantor and the Borrower on the date thereof as to the matters specified in Section 6.02(aparagraphs (a) through and (e)b) of this Section.

Each Credit Event. The obligation of each Lender to make a Loan or provide a Letter of Credit Guarantee on the occasion of any Borrowing Borrowing, (including on the occasions of the initial fundingBorrowings hereunder), and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions: (a) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Material Adverse Effect shall have occurred; provided that with respect to the initial funding on the Effective Date, the condition precedent shall be that no Closing Date MAE shall have occurred. (c) The representations and warranties of the Loan Parties Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct on and as of the date of each such Borrowing or (including the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, ) as if made on such date (except where such representation or warranty refers to a different date); (b) at the extent any such representations time of and warranties are expressly limited immediately after giving effect to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date; provided that with respect to the initial funding on the Effective Date, no Loan Party will be required to make the representation contained in Section 7.04(b) and the only representations (and related Defaults) relating to the Acquisition Properties the making of which shall be a condition precedent under this Section 6.02(c) on the Effective Date shall be those representations contained in Sections 7.01, 7.02, 7.03, 7.07(a), 7.08, 7.09 and 7.23. (d) The making of such Loan or including the issuance, amendment, renewal or extension of such Letter of Credit, as applicable), would not conflict with, or cause any Lender or the Issuing Bank to violate or exceed, any applicable Governmental Requirement, and no Change in Law Default shall have occurred, occurred and no litigation shall be pending or threatened, which does or, with respect to any threatened litigation, seeks to, enjoin, prohibit or restrain, the making or repayment of any Loan, the issuance, amendment, renewal, extension or repayment of any Letter of Credit or any participations therein or the consummation of the transactions contemplated by this Agreement or any other Loan Document.continuing; (ec) The receipt by the Administrative Agent of shall have received a Borrowing Request in accordance with the manner and within the time period required by Section 2.03 2.3; and (d) except as may be otherwise agreed to from time to time by the Agent and the Borrower in writing, after giving effect to the extension of credit requested to be made by the Borrower on such date, the aggregate Exposure will not exceed the lesser of (i) the Commitments, or a request for a Letter of Credit in accordance with Section 2.08(b), as applicable(ii) an amount equal to the Borrowing Base. Each Borrowing and Borrowing, including each issuance, amendment, renewal or extension of any a Letter of Credit Credit, shall be deemed to constitute a representation and warranty by the Parent Guarantor and the Borrower on the date thereof as to the accuracy of the matters specified in Section 6.02(aparagraphs (a) through and (e)b) above. This requirement does not apply on the conversion or rollover of an existing Borrowing provided that the aggregate outstanding Borrowings will not be increased as a consequence thereof.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (including the initial funding)Borrowing, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions: (a) The representations and warranties of the Borrower set forth in this Agreement and the other Loan Documents shall be true and correct in all material respects (except as to any representation or warranty qualified 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 Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable (except, to the extent such representations and warranties expressly relate to an earlier date, in which case as of such earlier date), and if they are not true and correct the Administrative Agent or the Required Lenders shall have determined not to make any Loan or instructed the Issuing Bank not to issue Letters of Credit as a result of the fact that such representation or warranty is untrue or incorrect; provided, however, that, solely for the purposes of the satisfaction of the condition set forth in this Section 4.02(a) at any time prior to June 30, 2020, the term “Material Adverse Effect” as used in the representation and warranty set forth in Section 3.04(b) will exclude the known and reasonably foreseeable effects, as reflected in financial statements and projections delivered to the Administrative Agent prior to the Amendment No. 1 Effective Date on the Loan Parties and their Subsidiaries (including, without limitation, on the business, assets, operations or condition, financial or otherwise, thereof) of the COVID-19 epidemic, pandemic and disease. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuingcontinuing and the Administrative Agent or the Required Lenders shall have determined not to make such Borrowing or instructed the Issuing Bank not to issue such Letter of Credit as a result of such Default. (bc) At the time of and immediately after After giving effect to such any Borrowing or the issuance, amendment, renewal or extension of such any Letter of Credit, as applicable, no Material Adverse Effect shall have occurred; provided that with respect to the initial funding on the Effective Date, the condition precedent shall be that no Closing Date MAE shall have occurred. (c) The representations and warranties of the Loan Parties set forth in this Agreement and in the other Loan Documents shall be true and correct on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date; provided that with respect to the initial funding on the Effective Date, no Loan Party will be required to make the representation contained in Section 7.04(b) and the only representations (and related Defaults) relating to the Acquisition Properties the making of which shall be a condition precedent under this Section 6.02(c) on the Effective Date shall be those representations contained in Sections 7.01, 7.02, 7.03, 7.07(a), 7.08, 7.09 and 7.23. (d) The making of such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, would Availability is not conflict with, or cause any Lender or the Issuing Bank to violate or exceed, any applicable Governmental Requirement, and no Change in Law shall have occurred, and no litigation shall be pending or threatened, which does or, with respect to any threatened litigation, seeks to, enjoin, prohibit or restrain, the making or repayment of any Loan, the issuance, amendment, renewal, extension or repayment of any Letter of Credit or any participations therein or the consummation of the transactions contemplated by this Agreement or any other Loan Document. (e) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit in accordance with Section 2.08(b), as applicableless than zero. Each Borrowing and each issuance, amendment, renewal or extension of any a Letter of Credit shall be deemed to constitute a representation and warranty by the Parent Guarantor and the Borrower on the date thereof as to the matters specified in Section 6.02(aparagraphs (a), (b) through and (e)c) of this Section. Notwithstanding the failure to satisfy the conditions precedent set forth in paragraphs (a) or (b) of this Section, unless otherwise directed by the Required Lenders, the Administrative Agent may, but shall have no obligation to, continue to make Loans and an Issuing Bank may, but shall have no obligation to, issue, amend, renew or extend, or cause to be issued, amended, renewed or extended, any Letter of Credit for the ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or issuing, amending, renewing or extending, or causing the issuance, amendment, renewal or extension of, any such Letter of Credit is in the best interests of the Lenders.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (including the initial funding)Borrowing, and of the each Issuing Bank to issue, amend, renew or extend any Letter of CreditCredit (other than in connection with any Incremental Facilities (except to the extent set forth in Section 2.20), pursuant to Section 2.21 or in connection with a Permitted Debt Exchange or Limited Condition Transaction, in each case, as so agreed by the Borrower and the applicable Lenders), is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) At The representations and warranties of each Loan Party set forth in the time Loan Documents shall be true and correct in all material respects on and as of and immediately after giving effect to the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicablethe case may be before and after giving effect to such Borrowing or issuance, no Default amendment, renewal or extension of such Letter of Credit and to the application of proceeds therefrom, as though made on and as of such date; provided that, to the extent that such representations and warranties specifically refer to an earlier date or period, they shall have occurred be true and correct in all material respects as of such earlier date or period; provided further that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be continuingtrue and correct in all respects on the date of such credit extension or on such earlier date, as the case may be (after giving effect to such qualification). (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicablethe case may be, no Material Adverse Effect Default or Event of Default shall have occurred; provided that with respect to the initial funding on the Effective Date, the condition precedent shall occurred and be that no Closing Date MAE shall have occurredcontinuing. (c) The representations and warranties Administrative Agent shall have received a Notice of the Loan Parties set forth Borrowing in this Agreement and in the other Loan Documents shall be true and correct on and as of the date of such accordance with Article II hereof. Each Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date; (provided that with respect to the initial funding on the Effective Date, no Loan Party will be required to make the representation contained in Section 7.04(b) and the only representations (and related Defaults) relating to the Acquisition Properties the making of which shall be a condition precedent under this Section 6.02(c) on the Effective Date shall be those representations contained in Sections 7.01, 7.02, 7.03, 7.07(a), 7.08, 7.09 and 7.23. (d) The making of such Loan conversion or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, would not conflict with, or cause any Lender or the Issuing Bank to violate or exceed, any applicable Governmental Requirement, and no Change in Law shall have occurred, and no litigation shall be pending or threatened, which does or, with respect to any threatened litigation, seeks to, enjoin, prohibit or restrain, the making or repayment of any Loan, the issuance, amendment, renewal, extension or repayment of any Letter of Credit or any participations therein or the consummation of the transactions contemplated by this Agreement or any other Loan Document. (e) The receipt by the Administrative Agent a continuation of a Borrowing Request in accordance with Section 2.03 or shall not constitute a request “Borrowing” for a Letter purposes of Credit in accordance with Section 2.08(b), as applicable. Each Borrowing this Section) and each issuance, amendment, renewal or extension of any a Letter of Credit shall be deemed to constitute a representation and warranty by the Parent Guarantor and the Borrower on the date thereof as to the matters specified in Section 6.02(aparagraphs (a) through and (e)b) of this Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (including the initial funding), and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, Credit is subject to the satisfaction of the following conditions: (a) At at the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing.exist; (b) At at the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Material Adverse Effect shall have occurred; provided that with respect to the initial funding on the Effective Date, the condition precedent shall be that no Closing Date MAE shall have occurred. (c) The all representations and warranties of the each Loan Parties Party set forth in this Agreement and in the other Loan Documents shall be true and correct on and as of the date of such Borrowing or the date of issuance, amendment, extension or renewal or extension of such Letter of Credit, as applicable, in each case before and after giving effect thereto (except to the extent any such representations and warranties are for those which expressly limited relate to an earlier date, in date which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct in all material respects as of such specified earlier date; provided that with respect to ); (c) since the initial funding on date of the Effective Date, no Loan Party will be required to make financial statements of the representation contained Borrower described in Section 7.04(b) and the only representations (and related Defaults) relating 4.4, there shall have been no change which has had or could reasonably be expected to the Acquisition Properties the making of which shall be have a condition precedent under this Section 6.02(c) on the Effective Date shall be those representations contained in Sections 7.01, 7.02, 7.03, 7.07(a), 7.08, 7.09 and 7.23.Material Adverse Effect; (d) The making of such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, would not conflict with, or cause any Lender or the Issuing Bank to violate or exceed, any applicable Governmental Requirement, and no Change in Law Borrower shall have occurred, and no litigation shall be pending or threatened, which does or, with respect to any threatened litigation, seeks to, enjoin, prohibit or restrain, delivered the making or repayment required Notice of any Loan, the issuance, amendment, renewal, extension or repayment of any Letter of Credit or any participations therein or the consummation of the transactions contemplated by this Agreement or any other Loan Document.Borrowing; and (e) The receipt by the Administrative Agent of a Borrowing Request shall have received such other documents, certificates or information as the Administrative Agent or the Required Lenders may reasonably request, all in accordance with Section 2.03 form and substance reasonably satisfactory to the Administrative Agent or a request for a Letter of Credit in accordance with Section 2.08(b), as applicablethe Required Lenders. Each Borrowing and each issuance, amendment, extension or renewal or extension of any Letter of Credit shall be deemed to constitute a representation and warranty by the Parent Guarantor and the Borrower on the date thereof as to the matters specified in paragraphs (a), (b) and (c) of this Section 6.02(a) through (e)3.2.

Each Credit Event. The obligation of each Lender to make a any Loan on the occasion of any Borrowing (including the initial funding), and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects (except to the extent any such representation or warranty is qualified by “materially”, “Material Adverse Effect” or a similar term, in which case such representation and warranty shall be true and correct in all respects) on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct (or true and correct in all material respects, as the case may be) as of such earlier date). (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. . Each Borrowing (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Material Adverse Effect shall have occurred; provided that with respect to the initial funding on the Effective Date, the condition precedent shall be that no Closing Date MAE shall have occurred. (c) The representations and warranties of the Loan Parties set forth in this Agreement and in the other Loan Documents shall be true and correct on and as of the date of such Borrowing a conversion or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date; provided that with respect to the initial funding on the Effective Date, no Loan Party will be required to make the representation contained in Section 7.04(b) and the only representations (and related Defaults) relating to the Acquisition Properties the making of which shall be a condition precedent under this Section 6.02(c) on the Effective Date shall be those representations contained in Sections 7.01, 7.02, 7.03, 7.07(a), 7.08, 7.09 and 7.23. (d) The making of such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, would not conflict with, or cause any Lender or the Issuing Bank to violate or exceed, any applicable Governmental Requirement, and no Change in Law shall have occurred, and no litigation shall be pending or threatened, which does or, with respect to any threatened litigation, seeks to, enjoin, prohibit or restrain, the making or repayment of any Loan, the issuance, amendment, renewal, extension or repayment of any Letter of Credit or any participations therein or the consummation of the transactions contemplated by this Agreement or any other Loan Document. (e) The receipt by the Administrative Agent continuation of a Borrowing Request in accordance with shall not constitute a “Borrowing” for purposes of this Section 2.03 or a request for a Letter of Credit in accordance with Section 2.08(b), as applicable. Each Borrowing 4.02) and each issuance, amendment, renewal or extension of any a Letter of Credit shall be deemed to constitute a representation and warranty by the Parent Guarantor Holdings and the Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section 6.02(a) through (e)4.02.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (including the initial funding), and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions: (a) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. (b) At On the time date of the initial funding, the representations and immediately after giving effect warranties of the Obligors set forth in this Agreement and in the other Loan Documents shall be true and correct, except to the extent any such Borrowing or representations and warranties are expressly limited to an earlier date, in which case, on and as of the issuancedate of the initial funding, amendment, renewal or extension such representations and warranties shall continue to be true and correct as of such Letter of Credit, as applicable, no Material Adverse Effect shall have occurred; provided that with respect to the initial funding on the Effective Date, the condition precedent shall be that no Closing Date MAE shall have occurredspecified earlier date. (c) The Except for the initial funding, the representations and warranties of the Loan Parties Obligors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representation or warranty that is already qualified or modified by materiality in the text thereof) on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct in all material respects as of such specified earlier date; provided that with respect to the initial funding on the Effective Date, no Loan Party will be required to make the representation contained in Section 7.04(b) and the only representations (and related Defaults) relating to the Acquisition Properties the making of which shall be a condition precedent under this Section 6.02(c) on the Effective Date shall be those representations contained in Sections 7.01, 7.02, 7.03, 7.07(a), 7.08, 7.09 and 7.23. (d) The making of such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, would not conflict with, or cause any Lender or the Issuing Bank to violate or exceed, any applicable Governmental Requirement, and no Change in Law shall have occurred, and no litigation shall be pending or threatened, which does or, with respect to any threatened litigation, seeks to, enjoin, prohibit or restrain, the making or repayment of any Loan, the issuance, amendment, renewal, extension or repayment of any Letter of Credit or any participations therein or the consummation of the transactions contemplated by this Agreement or any other Loan Document. (e) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for the issuance, amendment, renewal or extension of a Letter of Credit Credit, as applicable, in accordance with Section 2.08(b)2.07, as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any Letter of Credit shall be deemed to constitute a representation and warranty by the Parent Guarantor and the Borrower on the date thereof as to the matters specified in Section 6.02(a) through (eand 6.02(b) or 6.02(c), as applicable.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (including the initial fundingbut excluding any conversion or continuation of any Loan), and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions: (a) The representations and warranties of (i) the Borrowers contained in Article III, other than (A) the representation and warranty contained in Section 3.05(c), which shall only be required to be made on the Effective Date, and (B) with respect to any Foreign Subsidiary Borrower that is not the Borrower in respect of the requested Credit Event, the representation and warranty in Section 3.03, in which case such representation and warranty shall be true and correct with respect to such Foreign Subsidiary Borrower as of the last time it was made or deemed made, and (ii) each Loan Party contained in each other Loan Document or in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (or, in the case of any representation or warranty qualified by materiality or Material Adverse Effect, in all respects) on and as of the date of such Credit Event, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Material Adverse Effect shall have occurred; provided that with respect to the initial funding on the Effective Date, the condition precedent shall be that no Closing Date MAE shall have occurred. (c) The representations and warranties of the Loan Parties set forth in this Agreement and in the other Loan Documents shall be true and correct on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date; provided that with respect to the initial funding on the Effective Date, no Loan Party will be required to make the representation contained in Section 7.04(b) and the only representations (and related Defaults) relating to the Acquisition Properties the making of which shall be a condition precedent under this Section 6.02(c) on the Effective Date shall be those representations contained in Sections 7.01, 7.02, 7.03, 7.07(a), 7.08, 7.09 and 7.23. (d) The making of such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, would not conflict with, or cause any Lender or the Issuing Bank to violate or exceed, any applicable Governmental Requirement, and no Change in Law shall have occurred, and no litigation shall be pending or threatened, which does or, with respect to any threatened litigation, seeks to, enjoin, prohibit or restrain, the making or repayment of any Loan, the issuance, amendment, renewal, extension or repayment of any Letter of Credit or any participations therein or the consummation of the transactions contemplated by this Agreement or any other Loan Document. (e) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit in accordance with Section 2.08(b), as applicable. Each Borrowing and each issuance, amendment, renewal or extension of any a Letter of Credit shall be deemed to constitute a representation and warranty by the Parent Guarantor and the Borrower Borrowers on the date thereof as to the matters specified in Section 6.02(aparagraphs (a) through and (e)b) of this Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (including the initial funding)Borrowing, and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) At The representations and warranties of each Loan Party set forth in the time Loan Documents shall be true and correct in all material respects on and as of and immediately after giving effect to the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicablethe case may be (in each case, no Default unless such date is the Effective Date); provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall have occurred 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 shall be continuingtrue and correct in all respects on the date of such credit extension or on such earlier date, as the case may be. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicablethe case may be, no Material Adverse Effect Default or Event of Default shall have occurred; provided that with respect to the initial funding on the Effective Dateoccurred and be continuing (other than, the condition precedent shall be that no Closing Date MAE shall have occurred. (c) The representations and warranties of the Loan Parties set forth in this Agreement and in the other Loan Documents shall be true and correct on and as case of the date of such any Borrowing or the date of issuance, amendment, renewal or extension of such a Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date; provided that with respect to the initial funding Credit on the Effective Date, no Loan Party will be required to make the representation contained in Section 7.04(b) and the only representations (and related Defaults) relating to the Acquisition Properties the making of which shall be a condition precedent under this Section 6.02(c) ; provided that on the Effective Date shall be those representations contained in Sections 7.01, 7.02, 7.03, 7.07(a), 7.08, 7.09 and 7.23. (d) The making no Default or Event of such Loan or Default resulting solely from the issuance, amendment, renewal or extension breach of such Letter of Credit, as applicable, would not conflict with, or cause any Lender or the Issuing Bank to violate or exceed, any applicable Governmental Requirement, and no Change in Law Specified Representation shall have occurred, occurred and no litigation shall be pending continuing). Each Borrowing (provided that a conversion or threatened, which does or, with respect to any threatened litigation, seeks to, enjoin, prohibit or restrain, the making or repayment of any Loan, the issuance, amendment, renewal, extension or repayment of any Letter of Credit or any participations therein or the consummation of the transactions contemplated by this Agreement or any other Loan Document. (e) The receipt by the Administrative Agent a continuation of a Borrowing Request in accordance with Section 2.03 or shall not constitute a request “Borrowing” for a Letter purposes of Credit in accordance with Section 2.08(b), as applicable. Each Borrowing this Section) and each issuance, amendment, renewal or extension of any a Letter of Credit shall be deemed to constitute a representation and warranty by the Parent Guarantor Holdings and the Borrower on the date thereof as to the matters specified in Section 6.02(aparagraphs (a) through and (e)b) of this Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (including the initial funding)Borrowing, and of the Issuing Bank Banks to issue, amend, renew or extend make any Letter of CreditLC Credit Extension, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) At the representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects (and in all respects if qualified by materiality) on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as the case may be (except to the extent that any representation and warranty expressly relates to an earlier date, in which case such representation and warranty shall have been true and correct in all material respects (and in all respects if qualified by materiality) as of such earlier date). (b) at the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicablethe case may be, no Default or Event of Default shall have occurred and be continuing. (bc) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Material Adverse Effect Administrative Agent shall have occurred; provided that with respect to the initial funding on the Effective Date, the condition precedent shall be that no Closing Date MAE shall have occurred. (c) The representations and warranties of the Loan Parties set forth in this Agreement and in the other Loan Documents shall be true and correct on and as of the date of such received a Borrowing Request or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date; provided that with respect to the initial funding on the Effective Date, no Loan Party will be required to make the representation contained in Section 7.04(b) and the only representations (and related Defaults) relating to the Acquisition Properties the making of which shall be a condition precedent under this Section 6.02(c) on the Effective Date shall be those representations contained in Sections 7.01, 7.02, 7.03, 7.07(a), 7.08, 7.09 and 7.23. (d) The making of such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, would not conflict with, or cause any Lender or the Issuing Bank to violate or exceed, any applicable Governmental Requirement, and no Change in Law shall have occurred, and no litigation shall be pending or threatened, which does or, with respect to any threatened litigation, seeks to, enjoin, prohibit or restrain, the making or repayment of any Loan, the issuance, amendment, renewal, extension or repayment of any Letter of Credit or any participations therein or the consummation of the transactions contemplated by this Agreement or any other Loan Document. (e) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit in accordance with Section 2.08(b)Application, as applicable. Each Borrowing (provided that a conversion or a continuation of a Borrowing shall not constitute a “Borrowing” for purposes of this Section 4.02) and each issuance, amendment, renewal or extension of any Letter of LC Credit Extension shall be deemed to constitute a representation and warranty by the Parent Guarantor and the Borrower on the date thereof as to the matters specified in Section 6.02(aparagraphs (a) through and (e)b) of this Section.

Each Credit Event. The obligation of each Lender to make a any Loan on the occasion of any Borrowing (including the initial funding), and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, Credit is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects (except to the extent any such representation or warranty is qualified by “materially,” “Material Adverse Effect” or a similar term, in which case such representation and warranty shall be true and correct in all respects) on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct (or true and correct in all material respects, as the case may be) as of such earlier date). (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. . Each Borrowing (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Material Adverse Effect shall have occurred; provided that with respect to the initial funding on the Effective Date, the condition precedent shall be that no Closing Date MAE shall have occurred. (c) The representations and warranties of the Loan Parties set forth in this Agreement and in the other Loan Documents shall be true and correct on and as of the date of such Borrowing a conversion or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date; provided that with respect to the initial funding on the Effective Date, no Loan Party will be required to make the representation contained in Section 7.04(b) and the only representations (and related Defaults) relating to the Acquisition Properties the making of which shall be a condition precedent under this Section 6.02(c) on the Effective Date shall be those representations contained in Sections 7.01, 7.02, 7.03, 7.07(a), 7.08, 7.09 and 7.23. (d) The making of such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, would not conflict with, or cause any Lender or the Issuing Bank to violate or exceed, any applicable Governmental Requirement, and no Change in Law shall have occurred, and no litigation shall be pending or threatened, which does or, with respect to any threatened litigation, seeks to, enjoin, prohibit or restrain, the making or repayment of any Loan, the issuance, amendment, renewal, extension or repayment of any Letter of Credit or any participations therein or the consummation of the transactions contemplated by this Agreement or any other Loan Document. (e) The receipt by the Administrative Agent continuation of a Borrowing Request in accordance with shall not constitute a “Borrowing” for purposes of this Section 2.03 or a request for a Letter of Credit in accordance with Section 2.08(b), as applicable. Each Borrowing 4.02) and each issuance, amendment, renewal or extension of any a Letter of Credit shall be deemed to constitute a representation and warranty by the Parent Guarantor Holdings and the Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section 6.02(a) through (e)4.02.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (including the initial funding)Borrowing, and of the Issuing Bank Banks to issue, amend, renew or extend any Letter of Credit, in each case after the initial Borrowing on the Effective Date is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects (or, in the case of representations and warranties qualified as to materiality, in all respects) on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be true and correct in all material respects (or, in the case of representations and warranties qualified as to materiality, in all respects) as of such earlier date; provided that for purposes of this Section 4.02, the representations and warranties contained in Section 3.04(a) shall be deemed to refer to the most recent statements furnished pursuant to Sections 5.01(a) and (b), respectively. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. . Each Borrowing (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Material Adverse Effect shall have occurred; provided that with respect to the initial funding on the Effective Date, the condition precedent shall be that no Closing Date MAE shall have occurred. (c) The representations and warranties of the Loan Parties set forth in this Agreement and in the other Loan Documents shall be true and correct on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date; provided that with respect to the initial funding on the Effective Date, no Loan Party will be required to make the representation contained in Section 7.04(b) and the only representations (and related Defaults) relating to the Acquisition Properties the making of which shall be neither a condition precedent under this Section 6.02(c) on the Effective Date shall be those representations contained in Sections 7.01, 7.02, 7.03, 7.07(a), 7.08, 7.09 and 7.23. (d) The making of such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, would not conflict with, or cause any Lender or the Issuing Bank to violate or exceed, any applicable Governmental Requirement, and no Change in Law shall have occurred, and no litigation shall be pending or threatened, which does or, with respect to any threatened litigation, seeks to, enjoin, prohibit or restrain, the making or repayment of any Loan, the issuance, amendment, renewal, extension or repayment of any Letter of Credit or any participations therein or the consummation of the transactions contemplated by this Agreement or any other Loan Document. (e) The receipt by the Administrative Agent conversion nor a continuation of a Borrowing Request in accordance with Section 2.03 or shall constitute a request “Borrowing” for a Letter purposes of Credit in accordance with Section 2.08(b), as applicable. Each Borrowing this Section) and each issuance, amendment, renewal or extension of any a Letter of Credit shall be deemed to constitute a representation and warranty by the Parent Guarantor and the Borrower on the date thereof as to the matters specified in Section 6.02(a4.02(a) through and (eb); provided however, that: (i) the application of Section 4.02(a) and (b) to any Incremental Loan made in connection with any Limited Condition Acquisition shall, at the Borrower’s option, be subject to the second paragraph of Section 1.03 and (ii) Section 4.02(a) and (b) shall not apply to any Loans made under any Refinancing Amendment unless the lenders in respect thereof have required satisfaction of the same in the Refinancing Amendment.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (including the initial funding)Borrowing, and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit, in each case other than on the Effective Date is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) At The representations and warranties of each Loan Party set forth in the time Loan Documents shall be true and correct in all material respects on and as of and immediately after giving effect to the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicablethe case may be (in each case, no Default unless such date is the Effective Date); provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall have occurred 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 shall be continuingtrue and correct in all respects on the date of such credit extension or on such earlier date, as the case may be. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Material Adverse Effect shall have occurred; provided that with respect to the initial funding case may be (unless such Borrowing is on the Effective Date), the condition precedent shall be that no Closing Date MAE Default shall have occurred. occurred and be continuing. Each Borrowing (c) The representations and warranties of the Loan Parties set forth in this Agreement and in the other Loan Documents shall be true and correct on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date; provided that with respect to the initial funding on the Effective Date, no Loan Party will be required to make the representation contained in Section 7.04(b) and the only representations (and related Defaults) relating to the Acquisition Properties the making of which shall be a condition precedent under this Section 6.02(c) on the Effective Date shall be those representations contained in Sections 7.01, 7.02, 7.03, 7.07(a), 7.08, 7.09 and 7.23. (d) The making of such Loan conversion or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, would not conflict with, or cause any Lender or the Issuing Bank to violate or exceed, any applicable Governmental Requirement, and no Change in Law shall have occurred, and no litigation shall be pending or threatened, which does or, with respect to any threatened litigation, seeks to, enjoin, prohibit or restrain, the making or repayment of any Loan, the issuance, amendment, renewal, extension or repayment of any Letter of Credit or any participations therein or the consummation of the transactions contemplated by this Agreement or any other Loan Document. (e) The receipt by the Administrative Agent a continuation of a Borrowing Request in accordance with Section 2.03 or shall not constitute a request “Borrowing” for a Letter purposes of Credit in accordance with Section 2.08(b), as applicable. Each Borrowing this Section) and each issuance, amendment, renewal or extension of any a Letter of Credit shall be deemed to constitute a representation and warranty by the Parent Guarantor Holdings and the each Borrower on the date thereof as to the matters specified in Section 6.02(aclauses (a) through and (e)b) of this Section.

Each Credit Event. The obligation of each Lender to make a any Loan on the occasion of any Borrowing (including the initial funding), and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) At The representations and warranties of each Loan Party set forth in the time Loan Documents shall be true and correct in all material respects (except to the extent any such representation or warranty is qualified by “materially”, “Material Adverse Effect” or a similar term, in which case such representation and warranty (as so qualified) shall be true and correct in all respects) on and as of and immediately after giving effect to the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall have occurred be true and correct in all material respects (except to the extent any such representation or warranty is qualified by “materially”, “Material Adverse Effect” or a similar term, in which case such representation and warranty (as so qualified) shall be continuingtrue and correct in all respects) as of such earlier date); provided that the only representations relating to the Borrower or its Subsidiaries and their businesses, the accuracy of which shall be a condition to availability on the Effective Date shall be those in Sections 3.01, 3.02, 3.08 and 3.19. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Material Adverse Effect Default or Event of Default shall have occurred; occurred and be continuing. Each Borrowing (provided that with respect to the initial funding on the Effective Date, the condition precedent shall be that no Closing Date MAE shall have occurred. (c) The representations and warranties of the Loan Parties set forth in this Agreement and in the other Loan Documents shall be true and correct on and as of the date of such Borrowing a conversion or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date; provided that with respect to the initial funding on the Effective Date, no Loan Party will be required to make the representation contained in Section 7.04(b) and the only representations (and related Defaults) relating to the Acquisition Properties the making of which shall be a condition precedent under this Section 6.02(c) on the Effective Date shall be those representations contained in Sections 7.01, 7.02, 7.03, 7.07(a), 7.08, 7.09 and 7.23. (d) The making of such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, would not conflict with, or cause any Lender or the Issuing Bank to violate or exceed, any applicable Governmental Requirement, and no Change in Law shall have occurred, and no litigation shall be pending or threatened, which does or, with respect to any threatened litigation, seeks to, enjoin, prohibit or restrain, the making or repayment of any Loan, the issuance, amendment, renewal, extension or repayment of any Letter of Credit or any participations therein or the consummation of the transactions contemplated by this Agreement or any other Loan Document. (e) The receipt by the Administrative Agent continuation of a Borrowing Request in accordance with shall not constitute a “Borrowing” for purposes of this Section 2.03 or a request for a Letter of Credit in accordance with Section 2.08(b), as applicable. Each Borrowing 4.02) and each issuance, amendment, renewal or extension of any a Letter of Credit shall be deemed to constitute a representation and warranty by the Parent Guarantor Holdings and the Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section 6.02(a) through (e)4.02.

Each Credit Event. The obligation of each Lender to make a any Loan on the occasion of any Borrowing (including the initial funding), and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects (except to the extent any such representation or warranty is qualified by “materially,” “Material Adverse Effect” or a similar term, in which case such representation and warranty shall be true and correct in all respects) on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct (or true and correct in all material respects, as the case may be) as of such earlier date). (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. . Each Borrowing (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Material Adverse Effect shall have occurred; provided that with respect to the initial funding on the Effective Date, the condition precedent shall be that no Closing Date MAE shall have occurred. (c) The representations and warranties of the Loan Parties set forth in this Agreement and in the other Loan Documents shall be true and correct on and as of the date of such Borrowing a conversion or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date; provided that with respect to the initial funding on the Effective Date, no Loan Party will be required to make the representation contained in Section 7.04(b) and the only representations (and related Defaults) relating to the Acquisition Properties the making of which shall be a condition precedent under this Section 6.02(c) on the Effective Date shall be those representations contained in Sections 7.01, 7.02, 7.03, 7.07(a), 7.08, 7.09 and 7.23. (d) The making of such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, would not conflict with, or cause any Lender or the Issuing Bank to violate or exceed, any applicable Governmental Requirement, and no Change in Law shall have occurred, and no litigation shall be pending or threatened, which does or, with respect to any threatened litigation, seeks to, enjoin, prohibit or restrain, the making or repayment of any Loan, the issuance, amendment, renewal, extension or repayment of any Letter of Credit or any participations therein or the consummation of the transactions contemplated by this Agreement or any other Loan Document. (e) The receipt by the Administrative Agent continuation of a Borrowing Request in accordance with shall not constitute a “Borrowing” for purposes of this Section 2.03 or a request for a Letter of Credit in accordance with Section 2.08(b), as applicable. Each Borrowing 4.02) and each issuance, amendment, renewal or extension of any a Letter of Credit shall be deemed to constitute a representation and warranty by the Parent Guarantor Holdings and the Borrower on the date thereof as to the matters specified in Section 6.02(aparagraphs (a) through and (e)b) of this Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (including the initial funding)date, and of the Issuing Bank to issue, amendincrease, renew or extend any Letter of CreditCredit on any date, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects on and as of the date such Loan is made or the date of issuance, increase, renewal or extension of such Letter of Credit, as applicable, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date); provided, however, that for purposes of making the representations and warranties contained in Section 3.04(d), solely in connection with a request of a Lender to make a Revolving Loan or a request of the Issuing Bank to issue, increase, renew or extend any Letter of Credit, the term "prospects" contained therein shall be disregarded. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendmentincrease, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. (b) At the time . Each funding of Loans and immediately after giving effect to such Borrowing or the each issuance, amendmentincrease, renewal or extension of such Letter of Credit, as applicable, no Material Adverse Effect shall have occurred; provided that with respect to the initial funding on the Effective Date, the condition precedent shall be that no Closing Date MAE shall have occurred. (c) The representations and warranties of the Loan Parties set forth in this Agreement and in the other Loan Documents shall be true and correct on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date; provided that with respect to the initial funding on the Effective Date, no Loan Party will be required to make the representation contained in Section 7.04(b) and the only representations (and related Defaults) relating to the Acquisition Properties the making of which shall be a condition precedent under this Section 6.02(c) on the Effective Date shall be those representations contained in Sections 7.01, 7.02, 7.03, 7.07(a), 7.08, 7.09 and 7.23. (d) The making of such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, would not conflict with, or cause any Lender or the Issuing Bank to violate or exceed, any applicable Governmental Requirement, and no Change in Law shall have occurred, and no litigation shall be pending or threatened, which does or, with respect to any threatened litigation, seeks to, enjoin, prohibit or restrain, the making or repayment of any Loan, the issuance, amendment, renewal, extension or repayment of any Letter of Credit or any participations therein or the consummation of the transactions contemplated by this Agreement or any other Loan Document. (e) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit in accordance with Section 2.08(b), as applicable. Each Borrowing and each issuance, amendment, renewal or extension of any Letter of Credit shall be deemed to constitute a representation and warranty by the Parent Guarantor Holdings and the Borrower on the date thereof as to the matters specified in Section 6.02(aparagraphs (a) through and (e)b) of this Section.

Each Credit Event. The obligation of each Lender to make any Loan or honor any Extension Request (other than a Loan Borrowing Request requesting only a conversion of Loans to the other Type or a continuation of Term Benchmark Loans) on and after the occasion of any Borrowing (including the initial funding), Closing Date and of the Issuing Bank to issue, amend, renew amend or extend any Letter of Credit, including, without limitation, on the Closing Date, is subject to the satisfaction or waiver of the following conditions: (a) The representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects (except to the extent any such representation or warranty is qualified by “materially”, “Material Adverse Effect” or a similar term, in which case such representation and warranty shall be true and correct in all respects) on and as of the date of such Borrowing or the date of issuance, amendment or extension of such Letter of Credit, as applicable, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct (or true and correct in all material respects, as the case may be) as of such earlier date). (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal amendment or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Material Adverse Effect shall have occurred; provided that with respect to the initial funding on the Effective Date, the condition precedent shall be that no Closing Date MAE shall have occurred. (c) The representations and warranties of the Loan Parties set forth in this Agreement and in the other Loan Documents shall be true and correct on and as of the date of such Borrowing or the date of issuanceAdministrative Agent and, amendment, renewal or extension of such Letter of Credit, as if applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date; provided that with respect to the initial funding on the Effective Date, no Loan Party will be required to make the representation contained in Section 7.04(b) and the only representations (and related Defaults) relating to the Acquisition Properties the making of which shall be a condition precedent under this Section 6.02(c) on the Effective Date shall be those representations contained in Sections 7.01, 7.02, 7.03, 7.07(a), 7.08, 7.09 and 7.23. (d) The making of such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, would not conflict with, or cause any Lender or the relevant Issuing Bank to violate or exceed, any applicable Governmental Requirement, and no Change in Law shall have occurred, and no litigation shall be pending or threatened, which does or, with respect to any threatened litigation, seeks to, enjoin, prohibit or restrain, the making or repayment of any Loan, the issuance, amendment, renewal, extension or repayment of any Letter of Credit or any participations therein or the consummation of the transactions contemplated by this Agreement or any other Loan Document. (e) The receipt by the Administrative Agent of received a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit in accordance with Section 2.08(b), as applicablethe requirements hereof. Each Borrowing (provided that a conversion or continuation of a Borrowing shall not constitute a “Borrowing” for purposes of this Section 4.02) and each issuance, amendment, renewal amendment or extension of any a Letter of Credit shall be deemed to constitute a representation and warranty by the Parent Guarantor Holdings and the Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section 6.02(a) through (e)4.02.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (including the initial funding)other than a continuation or conversion of an existing Borrowing) and any extension of credit pursuant to Section 2.02, and of the Issuing Bank to issue, amend, renew 2.17 or extend any Letter of Credit, 2.18 is subject to the satisfaction of the following conditions, subject to Section 1.08 with respect to Incremental Term Loans only: (a) At The representations and warranties contained in this Agreement shall be true and correct in all material respects (except to the time extent that any such representation and warranty is qualified by materiality or Material Adverse Effect, in which case such representation and warranty shall be true and correct in all respects) on and as of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension date of such Letter Borrowing, except to the extent that any such representation and warranty relates to an earlier date (in which case such representation and warranty shall have been true and correct in all material respects (except to the extent that any such representation and warranty is qualified by materiality or Material Adverse Effect, in which case such representation and warranty shall be true and correct in all respects) as of Creditsuch earlier date); provided that in the case of any Incremental Facility used to finance a Limited Condition Transaction permitted hereunder, to the extent the Lenders participating in such Incremental Facility agree, this Section 4.02(a) shall require only the Specified Representations and customary “acquisition agreement representations” (i.e., those representations of the seller or target (as applicable) in the applicable acquisition agreement that are material to the interests of the Lenders and only to the extent that the Borrower or its applicable subsidiary has the right to terminate its obligations under the applicable acquisition agreement as a result of the failure of such representations to be accurate) be true and correct in all material respects (except, no Default in the case of the Specified Representations, to the extent that any such representation and warranty is qualified by materiality or Material Adverse Effect, in which case such representation and warranty shall have occurred be true and be continuingcorrect in all respects). (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicableBorrowing, no Material Adverse Effect Default or Event of Default shall have occurred; provided that with respect to the initial funding on the Effective Date, the condition precedent shall occurred and be that no Closing Date MAE shall have occurredcontinuing. (c) The representations and warranties of the Loan Parties set forth in this Agreement and in the other Loan Documents shall be true and correct on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date; provided that with respect to the initial funding on the Effective Date, no Loan Party will be required to make the representation contained in Section 7.04(b) and the only representations (and related Defaults) relating to the Acquisition Properties the making of which shall be a condition precedent under this Section 6.02(c) on the Effective Date shall be those representations contained in Sections 7.01, 7.02, 7.03, 7.07(a), 7.08, 7.09 and 7.23. (d) The making of such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, would not conflict with, or cause any Lender or the Issuing Bank to violate or exceed, any applicable Governmental Requirement, and no Change in Law Administrative Agent shall have occurred, and no litigation shall be pending or threatened, which does or, with respect to any threatened litigation, seeks to, enjoin, prohibit or restrain, the making or repayment of any Loan, the issuance, amendment, renewal, extension or repayment of any Letter of Credit or any participations therein or the consummation of the transactions contemplated by this Agreement or any other received a Committed Loan Document. (e) The receipt by the Administrative Agent of a Borrowing Request Notice in accordance with Section 2.03 or a request for a Letter of Credit in accordance with Section 2.08(b), as applicable2.03. Each Borrowing and each issuance, amendment, renewal (other than a continuation or extension conversion of any Letter of Credit an existing Borrowing) shall be deemed to constitute a representation and warranty by the Parent Guarantor and the Borrower or other applicable Loan Party on the date thereof as to the matters specified in Section 6.02(aparagraphs (a) through and (e)b) of this Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (including the initial fundingother than any conversion or continuation of any Loan), and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Material Adverse Effect shall have occurred; provided that with respect to the initial funding on the Effective Date, the condition precedent shall be that no Closing Date MAE shall have occurred. (c) The representations and warranties of the Loan Parties set forth in this Agreement (other than, after the Effective Date, in Sections 3.04(b) and in 3.05(a)) and the other Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct in all material respects as of such specified earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that with respect to already are qualified or modified by materiality in the initial funding on the Effective Date, no Loan Party will be required to make the representation contained in Section 7.04(b) and the only representations (and related Defaults) relating to the Acquisition Properties the making of which shall be a condition precedent under this Section 6.02(c) on the Effective Date shall be those representations contained in Sections 7.01, 7.02, 7.03, 7.07(a), 7.08, 7.09 and 7.23text thereof. (db) The making At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, would not conflict with, or cause any Lender or the Issuing Bank to violate or exceed, any applicable Governmental Requirement, and no Change in Law Default shall have occurred, occurred and no litigation shall be pending continuing. Each Borrowing (other than any conversion or threatened, which does or, with respect to any threatened litigation, seeks to, enjoin, prohibit or restrain, the making or repayment continuation of any Loan, the issuance, amendment, renewal, extension or repayment of any Letter of Credit or any participations therein or the consummation of the transactions contemplated by this Agreement or any other Loan Document. (e) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit in accordance with Section 2.08(b), as applicable. Each Borrowing and each issuance, amendment, renewal or extension of any a Letter of Credit shall be deemed to constitute a representation and warranty by the Parent Guarantor and the Borrower on the date thereof as to that the matters conditions specified in paragraphs (a) and (b) of this Section 6.02(a) through (e)have been satisfied.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (including the initial funding)Borrowing, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions: (a) The representations and warranties of the Loan Parties set forth in the Loan Documents shall be true and correct in all material respects with the same effect as though made on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date, and that any representation or warranty which is subject to any materiality qualifier shall be required to be true and correct in all respects). (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. (bc) At the time of and immediately after After giving effect to such any Borrowing or the issuance, amendment, renewal or extension of such any Letter of Credit, as applicable, no Material Adverse Effect Availability shall have occurred; provided that with respect to the initial funding on the Effective Date, the condition precedent shall not be that no Closing Date MAE shall have occurred. (c) The representations and warranties of the Loan Parties set forth in this Agreement and in the other Loan Documents shall be true and correct on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date; provided that with respect to the initial funding on the Effective Date, no Loan Party will be required to make the representation contained in Section 7.04(b) and the only representations (and related Defaults) relating to the Acquisition Properties the making of which shall be a condition precedent under this Section 6.02(c) on the Effective Date shall be those representations contained in Sections 7.01, 7.02, 7.03, 7.07(a), 7.08, 7.09 and 7.23less than zero. (d) The making of such Loan or Borrower shall certify, (i) if prior to the issuanceFCCR Covenant Trigger, amendment, renewal or extension of such Letter of Credit, as applicable, would not conflict with, or cause any Lender or the Issuing Bank to violate or exceed, any applicable Governmental Requirement, and no Change in Law shall have occurred, and no litigation shall be pending or threatened, which does or, with respect to any threatened litigation, seeks to, enjoin, prohibit or restrain, the making or repayment of any Loan, the issuance, amendment, renewal, extension or repayment of any Letter of Credit or any participations therein or the consummation of the transactions contemplated by this Agreement or any other Loan Document. (e) The receipt by the Administrative Agent of a Borrowing Request in accordance compliance with Section 2.03 or a request for a Letter of Credit in accordance 6.14 and (ii) if subsequent to the FCCR Covenant Trigger, compliance with Section 2.08(b), as applicable6.13. Each Borrowing and each issuance, amendment, renewal or extension of any a Letter of Credit shall be deemed to constitute a representation and warranty by the Parent Guarantor and the Borrower Borrowers on the date thereof as to the matters specified in Section 6.02(aparagraphs (a), (b), (c) through and (e)d) of this Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (including the initial funding), and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions:conditions (in addition to the concurrent or prior satisfaction of the conditions under Section 4.01 on the Closing Date): (a) At (i) with respect to any Borrowing on or prior to the IPO Effective Date, the representations and warranties of the Company set forth in this Agreement and the other Loan Documents or (ii) with respect to any Borrowing following the IPO Effective Date, the representations and warranties of the Company set forth in this Agreement and the other Loan Documents, other than those representations and warranties contained in Section 3.05(b) (but only as to clause (a) of the definition of “Material Adverse Effect”) and Section 3.06(a) and (c) (but solely to the extent such matters affecting the truth and accuracy of such representation and warranty has been disclosed to the Administrative Agent), in each case under clauses (i) and (ii) of this Section 4.02(a), shall be true and correct in all material respects (or, in the case of any such representations and warranties qualified by materiality, in all respects) on and as of the date of such Borrowing (or if any such representation or warranty is expressly stated to have been made as of a specified date, as of such specified date); (b) at the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicableBorrowing, no Default or Event of Default shall have occurred and be continuing. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Material Adverse Effect shall have occurred; provided that with respect to the initial funding on the Effective Date, the condition precedent shall be that no Closing Date MAE shall have occurred.and (c) The representations and warranties of the Loan Parties set forth in this Agreement and in the other Loan Documents shall be true and correct on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date; provided that with respect to the initial funding on the Effective Date, no Loan Party will be required to make the representation contained in Section 7.04(b) and the only representations (and related Defaults) relating to the Acquisition Properties the making of which shall be a condition precedent under this Section 6.02(c) on the IPO Effective Date shall be those representations contained in Sections 7.01, 7.02, 7.03, 7.07(a), 7.08, 7.09 and 7.23. (d) The making of such Loan have occurred or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, would not conflict with, or cause any Lender or the Issuing Bank to violate or exceed, any applicable Governmental Requirement, and no Change in Law Company shall have occurred, and no litigation shall be pending or threatened, which does or, with respect confirmed to any threatened litigation, seeks to, enjoin, prohibit or restrain, the making or repayment of any Loan, the issuance, amendment, renewal, extension or repayment of any Letter of Credit or any participations therein or the consummation of the transactions contemplated by this Agreement or any other Loan Document. (e) The receipt by the Administrative Agent in writing that the IPO Effective Date is expected to occur within five (5) Business Days following such Borrowing (which period may be extended to up to ten (10) Business Days following such Borrowing with the consent of a Borrowing Request in accordance with Section 2.03 the Administrative Agent or a request for a Letter longer period as agreed by each of Credit in accordance with Section 2.08(bthe Joint Lead Arrangers), as applicable. Each Borrowing and each issuance, amendment, renewal or extension of any Letter of Credit shall be deemed to constitute a representation and warranty by the Parent Guarantor and the Borrower Company on the date thereof as to the matters specified in Section 6.02(aclauses (a), (b) through and (e)c) of the preceding sentence.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (including other than a Borrowing made on the initial fundingMicrosemi Acquisition Closing Date), and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions: (a) At The representations and warranties of the time Borrower set forth in this Agreement shall be true and correct in all material respects (except that any representation and warranty that is qualified by materiality or Material Adverse Effect shall be true and correct in all respects) on and as of and immediately after giving effect to the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable; except, no Default in each case, to the extent any such representation or warranty specifically refers to an earlier date, in which case it shall have occurred be true and correct in all material respects (except that any representation and warranty that is qualified by materiality or Material Adverse Effect shall be continuingtrue and correct in all respects) as of such earlier date. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Material Adverse Effect Default or Event of Default shall have occurred; provided that with respect to the initial funding on the Effective Date, the condition precedent shall occurred and be that no Closing Date MAE shall have occurred. (c) The representations and warranties of the Loan Parties set forth in this Agreement and in the other Loan Documents shall be true and correct on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date; provided that with respect to the initial funding on the Effective Date, no Loan Party will be required to make the representation contained in Section 7.04(b) and the only representations (and related Defaults) relating to the Acquisition Properties the making of which shall be a condition precedent under this Section 6.02(c) on the Effective Date shall be those representations contained in Sections 7.01, 7.02, 7.03, 7.07(a), 7.08, 7.09 and 7.23. (d) The making of such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, would not conflict with, or cause any Lender or the Issuing Bank to violate or exceed, any applicable Governmental Requirement, and no Change in Law shall have occurred, and no litigation shall be pending or threatened, which does or, with respect to any threatened litigation, seeks to, enjoin, prohibit or restrain, the making or repayment of any Loan, the issuance, amendment, renewal, extension or repayment of any Letter of Credit or any participations therein or the consummation of the transactions contemplated by this Agreement or any other Loan Document. (e) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit in accordance with Section 2.08(b), as applicablecontinuing. Each Borrowing and each issuance, amendment, renewal or extension of any a Letter of Credit shall be deemed to constitute a representation and warranty by the Parent Guarantor and the Borrower on the date thereof as to the matters specified in Section 6.02(aparagraphs (a) through and (e)b) of this Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (including any Borrowing on the initial fundingRestatement Effective Date), and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) At The representations and warranties of each Loan Party set forth in the time Loan Documents shall be true and correct in all material respects on and as of and immediately after giving effect to the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicablethe case may be; provided that, no Default to the extent that such representations and warranties specifically refer to an earlier date, they shall have occurred 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 shall be continuingtrue and correct in all respects on the date of such credit extension or on such earlier date, as the case may be. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicablethe case may be, no Material Adverse Effect Default or Event of Default shall have occurred; provided that with respect to the initial funding on the Effective Date, the condition precedent shall occurred and be that no Closing Date MAE shall have occurredcontinuing. (c) The representations Solely with respect to the obligations of each Revolving Lender to make a Revolving Loan on the occasion of any Borrowing and warranties of the Loan Parties set forth in this Agreement and in the other Loan Documents shall be true and correct on and as of the date of such Borrowing each Issuing Bank to issue, amend, renew or the date of issuance, amendment, renewal or extension of such extend any Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date; provided that with respect to the initial funding on the Effective Date, no Loan Party will be required to make the representation contained in Section 7.04(b) and the only representations (and related Defaults) relating to the Acquisition Properties the making of which shall be a condition precedent under this Section 6.02(c) on the Effective Revolving Availability Date shall be those representations contained in Sections 7.01, 7.02, 7.03, 7.07(a), 7.08, 7.09 and 7.23. (d) The making of such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, would not conflict with, or cause any Lender or the Issuing Bank to violate or exceed, any applicable Governmental Requirement, and no Change in Law shall have occurred, and no litigation shall be pending . Each Borrowing (provided that a conversion or threatened, which does or, with respect to any threatened litigation, seeks to, enjoin, prohibit or restrain, the making or repayment of any Loan, the issuance, amendment, renewal, extension or repayment of any Letter of Credit or any participations therein or the consummation of the transactions contemplated by this Agreement or any other Loan Document. (e) The receipt by the Administrative Agent a continuation of a Borrowing Request in accordance with Section 2.03 or shall not constitute a request “Borrowing” for a Letter purposes of Credit in accordance with Section 2.08(b), as applicable. Each Borrowing this Section) and each issuance, amendment, renewal or extension of any a Letter of Credit shall be deemed to constitute a representation and warranty by the Parent Guarantor Holdings and the Borrower on the date thereof as to the matters specified in Section 6.02(aparagraphs (a), (b) through and, if applicable, (e)c) of this Section.

Each Credit Event. The Other than the initial Borrowings and Letters of Credit issued (or deemed issued) on the Effective Date, the obligation of each Lender to make a Loan on the occasion of any Borrowing (including the initial funding)Borrowing, and of the Issuing Bank Banks to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions: (a) The representations and warranties of the Borrowers set forth in this Agreement shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable; provided, that any such representations and warranties that are qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects (it being understood that such representations and warranties that relate solely to an earlier date or period shall be true and correct in all material respects as of such earlier date or for the respective period, as the case may be). (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. (bc) At Availability is not less than the time amount of and immediately after giving effect to such the proposed Borrowing or the issuance, amendment, renewal or extension of such Letter Letters of Credit, as applicable, no Material Adverse Effect shall have occurred; provided that with respect to the initial funding on the Effective Date, the condition precedent shall be that no Closing Date MAE shall have occurred. (c) The representations and warranties of the Loan Parties set forth in this Agreement and in the other Loan Documents shall be true and correct on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date; provided that with respect to the initial funding on the Effective Date, no Loan Party will be required to make the representation contained in Section 7.04(b) and the only representations (and related Defaults) relating to the Acquisition Properties the making of which shall be a condition precedent under this Section 6.02(c) on the Effective Date shall be those representations contained in Sections 7.01, 7.02, 7.03, 7.07(a), 7.08, 7.09 and 7.23. (d) The making of such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, would not conflict with, or cause any Lender or the Issuing Bank to violate or exceed, any applicable Governmental Requirement, and no Change in Law shall have occurred, and no litigation shall be pending or threatened, which does or, with respect to any threatened litigation, seeks to, enjoin, prohibit or restrain, the making or repayment of any Loan, the issuance, amendment, renewal, extension or repayment of any Letter of Credit or any participations therein or the consummation of the transactions contemplated by this Agreement or any other Loan Document. (e) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit in accordance with Section 2.08(b), as applicable. Each Borrowing and each issuance, amendment, renewal or extension of any a Letter of Credit shall be deemed to constitute a representation and warranty by the Parent Guarantor and the Borrower Borrowers on the date thereof as to the matters specified in Section 6.02(aparagraphs (a), (b) through and (e)c) of this Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (including the initial funding)Borrowing, and of the each Issuing Bank to issue, amend, renew or extend any Letter of CreditCredit (other than in connection with any Incremental Facilities (except to the extent set forth in Section 2.20)), is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) At The representations and warranties of each Loan Party set forth in the time Loan Documents shall be true and correct in all material respects on and as of and immediately after giving effect to the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicablethe case may be before and after giving effect to such Borrowing or issuance, no Default amendment, renewal or extension of such Letter of Credit and to the application of proceeds therefrom, as though made on and as of such date; provided that, to the extent that such representations and warranties specifically refer to an earlier date or period, they shall have occurred be true and correct in all material respects as of such earlier date or period; provided further that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be continuingtrue and correct in all respects on the date of such credit extension or on such earlier date, as the case may be (after giving effect to such qualification). (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicablethe case may be, no Material Adverse Effect Default or Event of Default shall have occurred; provided that with respect to the initial funding on the Effective Date, the condition precedent shall occurred and be that no Closing Date MAE shall have occurredcontinuing. (c) The representations and warranties Administrative Agent shall have received a Notice of the Loan Parties set forth Borrowing in this Agreement and in the other Loan Documents shall be true and correct on and as of the date of such accordance with Article II hereof. Each Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date; (provided that with respect to the initial funding on the Effective Date, no Loan Party will be required to make the representation contained in Section 7.04(b) and the only representations (and related Defaults) relating to the Acquisition Properties the making of which shall be a condition precedent under this Section 6.02(c) on the Effective Date shall be those representations contained in Sections 7.01, 7.02, 7.03, 7.07(a), 7.08, 7.09 and 7.23. (d) The making of such Loan conversion or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, would not conflict with, or cause any Lender or the Issuing Bank to violate or exceed, any applicable Governmental Requirement, and no Change in Law shall have occurred, and no litigation shall be pending or threatened, which does or, with respect to any threatened litigation, seeks to, enjoin, prohibit or restrain, the making or repayment of any Loan, the issuance, amendment, renewal, extension or repayment of any Letter of Credit or any participations therein or the consummation of the transactions contemplated by this Agreement or any other Loan Document. (e) The receipt by the Administrative Agent a continuation of a Borrowing Request in accordance with Section 2.03 or shall not constitute a request “Borrowing” for a Letter purposes of Credit in accordance with Section 2.08(b), as applicable. Each Borrowing this Section) and each issuance, amendment, renewal or extension of any a Letter of Credit shall be deemed to constitute a representation and warranty by the Parent Guarantor and the Borrower on the date thereof as to the matters specified in Section 6.02(aparagraphs (a) through and (e)b) of this Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (including the initial funding)Borrowing, and of the any Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) At The representations and warranties of each Loan Party set forth in the time Loan Documents that are qualified by materiality shall be true and correct, and the representations and warranties that are not so qualified shall be true and correct in all material respects, in each case on and as of and immediately after giving effect to the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicablethe case may be (other than with respect to any representation and warranty that expressly relates to an earlier date, no Default in which case such representation and warranty shall have occurred be true and be continuingcorrect, or true and correct in all material respects, as the case may be, as of such earlier date). (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicablethe case may be, no Material Adverse Effect Default shall have occurred; occurred and be continuing. Each Borrowing (provided that with respect to the initial funding on the Effective Date, the condition precedent shall be that no Closing Date MAE shall have occurred. (c) The representations and warranties of the Loan Parties set forth in this Agreement and in the other Loan Documents shall be true and correct on and as of the date of such Borrowing a conversion or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date; provided that with respect to the initial funding on the Effective Date, no Loan Party will be required to make the representation contained in Section 7.04(b) and the only representations (and related Defaults) relating to the Acquisition Properties the making of which shall be a condition precedent under this Section 6.02(c) on the Effective Date shall be those representations contained in Sections 7.01, 7.02, 7.03, 7.07(a), 7.08, 7.09 and 7.23. (d) The making of such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, would not conflict with, or cause any Lender or the Issuing Bank to violate or exceed, any applicable Governmental Requirement, and no Change in Law shall have occurred, and no litigation shall be pending or threatened, which does or, with respect to any threatened litigation, seeks to, enjoin, prohibit or restrain, the making or repayment of any Loan, the issuance, amendment, renewal, extension or repayment of any Letter of Credit or any participations therein or the consummation of the transactions contemplated by this Agreement or any other Loan Document. (e) The receipt by the Administrative Agent continuation of a Borrowing Request in accordance with Section 2.03 or shall not constitute a request “Borrowing” for a Letter purposes of Credit in accordance with Section 2.08(b), as applicable. Each Borrowing this Section) and each issuance, amendment, renewal or extension of any a Letter of Credit shall be deemed to constitute a representation and warranty by the Parent Guarantor Holdings and the Borrower on the date thereof as to the matters specified in Section 6.02(aparagraphs (a) through and (e)b) of this Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (including the initial funding), and of the any Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions: (a) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Material Adverse Effect shall have occurred; provided that with respect to the initial funding on the Effective Date, the condition precedent shall be that no Closing Date MAE shall have occurred. (c) The representations and warranties of the Loan Parties Borrower and the Guarantors set forth in this Agreement (other than, after the Effective Date, the representations and warranties set forth in Section 7.04(b) and Section 7.05) and in the other Loan Documents shall be true and correct in all material respects (or, if already qualified by materiality, Material Adverse Effect or a similar qualification, true and correct in all respects) on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct in all material respects (or, if already qualified by materiality, Material Adverse Effect or a similar qualification, true and correct in all respects) as of such specified earlier date; provided that with respect to the initial funding on the Effective Date, no Loan Party will be required to make the representation contained in Section 7.04(b) and the only representations (and related Defaults) relating to the Acquisition Properties the making of which shall be a condition precedent under this Section 6.02(c) on the Effective Date shall be those representations contained in Sections 7.01, 7.02, 7.03, 7.07(a), 7.08, 7.09 and 7.23. (d) The making of such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, would not conflict with, or cause any Lender or the Issuing Bank to violate or exceed, any applicable Governmental Requirement, and no Change in Law shall have occurred, and no litigation shall be pending or threatened, which does or, with respect to any threatened litigation, seeks to, enjoin, prohibit or restrain, the making or repayment of any Loan, the issuance, amendment, renewal, extension or repayment of any Letter of Credit or any participations therein or the consummation of the transactions contemplated by this Agreement or any other Loan Document. (ec) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any Letter of Credit shall be deemed to constitute a representation and warranty by the Parent Guarantor and the Borrower on the date thereof as to the matters specified in Section Sections 6.02(a) through (eb).

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (including the initial funding)Borrowing, and of the Issuing Bank Lender to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions: (a) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Material Adverse Effect shall have occurred; provided that with respect to the initial funding on the Effective Date, the condition precedent shall be that no Closing Date MAE shall have occurred. (c) The representations and warranties of the Loan Parties Borrowers set forth in this Agreement and in the or any other Loan Documents Document shall be deemed to have been made as a part of said request for each Borrowing and shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable; provided, except that to the extent any such representations and warranties are expressly limited to an earlier were made as of a specific date, the same shall be required to remain true and correct in which case, on and all material respects as of such specific date. (b) No Material Adverse Effect shall have occurred since the date of such the most recent Borrowing. (c) The Administrative Agent shall have received a Borrowing Request as required by Section 2.03 or the date Issuing Lender and the Administrative Agent shall have received a request for the issuance of issuance, amendment, renewal or extension of such a Letter of Credit, Credit as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date; provided that with respect to the initial funding on the Effective Date, no Loan Party will be required to make the representation contained in by Section 7.04(b) and the only representations (and related Defaults) relating to the Acquisition Properties the making of which shall be a condition precedent under this Section 6.02(c) on the Effective Date shall be those representations contained in Sections 7.01, 7.02, 7.03, 7.07(a2.04(b), 7.08, 7.09 and 7.23.; (d) The making of At the time of, and immediately after giving effect to, such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, would not conflict with, no Default or cause any Lender or the Issuing Bank to violate or exceed, any applicable Governmental Requirement, and no Change in Law Event of Default shall have occurred, occurred and no litigation shall be pending or threatened, which does or, with respect to any threatened litigation, seeks to, enjoin, prohibit or restrain, the making or repayment of any Loan, the issuance, amendment, renewal, extension or repayment of any Letter of Credit or any participations therein or the consummation of the transactions contemplated by this Agreement or any other Loan Document. (e) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit in accordance with Section 2.08(b), as applicablecontinuing. Each Borrowing and each issuance, amendment, renewal or extension of any a Letter of Credit shall be deemed to constitute a representation and warranty by the Parent Guarantor and the Borrower Borrowers on the date thereof as to the matters specified in paragraphs (a), (b), (c) and (d) of this Section 6.02(a) through (e)4.02.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (including the initial funding)Borrowing, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) At The representations and warranties of each Loan Party set forth in the time Loan Documents (other than, on the Effective Date, the representation and warranty set forth in Section 3.04(d)) shall be true and correct on and as of and immediately after giving effect to the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicablethe case may be (except to the extent that any representation and warranty expressly relates to an earlier date, no Default in which case such representation and warranty shall have occurred been true and be continuingcorrect as of such earlier date). (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicablethe case may be, no Material Adverse Effect Default shall have occurred; provided that with respect to the initial funding on the Effective Date, the condition precedent shall occurred and be that no Closing Date MAE shall have occurredcontinuing. (c) The representations delivery of a certificate by a Financial Officer to the effect that such Loan shall constitute “Senior Indebtedness” and warranties of the Loan Parties set forth in this Agreement “Designated Senior Indebtedness” under and as defined in the other Loan Documents shall be true and correct on and as of the date of such Convertible Notes Documents. Each Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date; (provided that with respect to the initial funding on the Effective Date, no Loan Party will be required to make the representation contained in Section 7.04(b) and the only representations (and related Defaults) relating to the Acquisition Properties the making of which shall be a condition precedent under this Section 6.02(c) on the Effective Date shall be those representations contained in Sections 7.01, 7.02, 7.03, 7.07(a), 7.08, 7.09 and 7.23. (d) The making of such Loan conversion or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, would not conflict with, or cause any Lender or the Issuing Bank to violate or exceed, any applicable Governmental Requirement, and no Change in Law shall have occurred, and no litigation shall be pending or threatened, which does or, with respect to any threatened litigation, seeks to, enjoin, prohibit or restrain, the making or repayment of any Loan, the issuance, amendment, renewal, extension or repayment of any Letter of Credit or any participations therein or the consummation of the transactions contemplated by this Agreement or any other Loan Document. (e) The receipt by the Administrative Agent a continuation of a Borrowing Request in accordance with Section 2.03 or shall not constitute a request “Borrowing” for a Letter purposes of Credit in accordance with Section 2.08(b), as applicable. Each Borrowing this Section) and each issuance, amendment, renewal or extension of any a Letter of Credit shall be deemed to constitute a representation and warranty by the Parent Guarantor and the Borrower on the date thereof as to the matters specified in Section 6.02(aparagraphs (a) through and (e)b) of this Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (including the initial funding), and is subject to receipt of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject request therefor in accordance herewith and to the satisfaction of the following conditions; provided that, the following conditions shall not apply to (i) any Borrowings under any Incremental Facility, the conditions of which are set forth in Section 2.20 and (ii) any extensions of credit or Borrowings under Section 2.21 or 2.24: (a) At The representations and warranties of each Loan Party and the time Blocked Borrower set forth in the Loan Documents shall be true and correct in all material respects on and as of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension date of such Letter Borrowing; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of Creditsuch earlier date; provided further that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on the date of such credit extension or on such earlier date, as applicable, no Default shall have occurred and be continuing.the case may be; and (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicableBorrowing, no Material Adverse Effect Default or Event of Default shall have occurred; occurred and be continuing. Each Borrowing (provided that with respect to the initial funding on the Effective Date, the condition precedent shall be that no Closing Date MAE shall have occurred. (c) The representations and warranties of the Loan Parties set forth in this Agreement and in the other Loan Documents shall be true and correct on and as of the date of such Borrowing a conversion or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date; provided that with respect to the initial funding on the Effective Date, no Loan Party will be required to make the representation contained in Section 7.04(b) and the only representations (and related Defaults) relating to the Acquisition Properties the making of which shall be a condition precedent under this Section 6.02(c) on the Effective Date shall be those representations contained in Sections 7.01, 7.02, 7.03, 7.07(a), 7.08, 7.09 and 7.23. (d) The making of such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, would not conflict with, or cause any Lender or the Issuing Bank to violate or exceed, any applicable Governmental Requirement, and no Change in Law shall have occurred, and no litigation shall be pending or threatened, which does or, with respect to any threatened litigation, seeks to, enjoin, prohibit or restrain, the making or repayment of any Loan, the issuance, amendment, renewal, extension or repayment of any Letter of Credit or any participations therein or the consummation of the transactions contemplated by this Agreement or any other Loan Document. (e) The receipt by the Administrative Agent continuation of a Borrowing Request in accordance with Section 2.03 or shall not constitute a request “Borrowing” for a Letter purposes of Credit in accordance with Section 2.08(b), as applicable. Each Borrowing and each issuance, amendment, renewal or extension of any Letter of Credit this Section) shall be deemed to constitute a representation and warranty by the Parent Guarantor Borrower and the Blocked Borrower on the date thereof of the applicable Borrowing as to the matters specified in Section 6.02(aclauses (a) through and (e)b) of this Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (including the initial funding)Borrowing, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions: (a) At The representations and warranties of the time Borrower set forth in this Agreement shall be true and correct in all respects with respect to representations and warranties containing qualifications as to materiality, and true and correct in all material respects with respect to representations and warranties without qualifications as to materiality, on and as of and immediately after giving effect to the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have occurred been true and be continuingcorrect in all material respects on and as of such earlier date. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Material Adverse Effect Default or Event of Default shall have occurred; provided that with respect to the initial funding on the Effective Date, the condition precedent shall occurred and be that no Closing Date MAE shall have occurredcontinuing. (c) The representations and warranties of All conditions under the Loan Parties set forth in this Agreement and in 2007 Indenture required thereunder for the other Loan Documents shall be true and correct on and as of the date extension of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, Borrower have been satisfied in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date; provided that with respect to the initial funding on the Effective Date, no Loan Party will be required to make the representation contained in Section 7.04(b) and the only representations (and related Defaults) relating to the Acquisition Properties the making of which shall be a condition precedent under this Section 6.02(c) on the Effective Date shall be those representations contained in Sections 7.01, 7.02, 7.03, 7.07(a), 7.08, 7.09 and 7.23. (d) The making of such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, would not conflict with, or cause any Lender or the Issuing Bank to violate or exceed, any applicable Governmental Requirement, and no Change in Law shall have occurred, and no litigation shall be pending or threatened, which does or, with respect to any threatened litigation, seeks to, enjoin, prohibit or restrain, the making or repayment of any Loan, the issuance, amendment, renewal, extension or repayment of any Letter of Credit or any participations therein or the consummation of the transactions contemplated by this Agreement or any other Loan Document. (e) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit in accordance with Section 2.08(b), as applicablefull. Each Borrowing and each issuance, amendment, renewal or extension of any a Letter of Credit shall be deemed to constitute a representation and warranty by the Parent Guarantor and the Borrower on the date thereof as to the matters specified in Section 6.02(aclauses (a) through (e)c) of this Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (including the initial funding)Borrowing, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions: (a) At The representations and warranties of the time Loan Parties set forth in the Loan Documents shall be true and correct in all material respects (or, in the case of any representations and immediately after giving warranties qualified by materiality or Material Adverse Effect, all respects) with the same effect to as though made on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicableapplicable (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects (or, no Default shall have occurred in the case of any representations and be continuingwarranties qualified by materiality or Material Adverse Effect, all respects) only as of such specified date). (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, (i) no Material Adverse Effect Default shall have occurred; provided that with respect to the initial funding on the Effective Date, the condition precedent occurred and be continuing and (ii) no Protective Advance shall be that no Closing Date MAE shall have occurredoutstanding. (c) The representations and warranties of the Loan Parties set forth in this Agreement and in the other Loan Documents shall be true and correct on and as of the date of such After giving effect to any Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date; provided that with respect to the initial funding on the Effective Date, no Loan Party will be required to make the representation contained in Section 7.04(b) and the only representations (and related Defaults) relating to the Acquisition Properties the making of which shall be a condition precedent under this Section 6.02(c) on the Effective Date shall be those representations contained in Sections 7.01, 7.02, 7.03, 7.07(a), 7.08, 7.09 and 7.23. (d) The making of such Loan or the issuance, amendment, renewal or extension of such any Letter of Credit, as applicable, would Availability shall not conflict with, or cause any Lender or the Issuing Bank to violate or exceed, any applicable Governmental Requirement, and no Change in Law shall have occurred, and no litigation shall be pending or threatened, which does or, with respect to any threatened litigation, seeks to, enjoin, prohibit or restrain, the making or repayment of any Loan, the issuance, amendment, renewal, extension or repayment of any Letter of Credit or any participations therein or the consummation of the transactions contemplated by this Agreement or any other Loan Documentless than zero. (ed) The receipt by the Administrative Agent of No event shall have occurred and no condition shall exist which has or could be reasonably expected to have a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit in accordance with Section 2.08(b), as applicableMaterial Adverse Effect. Each Borrowing and each issuance, amendment, renewal or extension of any a Letter of Credit shall be deemed to constitute a representation and warranty by the Parent Guarantor and the Borrower Borrowers on the date thereof as to the matters specified in Section 6.02(aparagraphs (a), (b), (c) through and (e)d) of this Section. Notwithstanding the failure to satisfy the conditions precedent set forth in paragraphs (a) or (b) of this Section, unless otherwise directed by the Required Lenders, the Administrative Agent may, but shall have no obligation to, continue to make Loans and an Issuing Bank may, but shall have no obligation to, issue, amend, renew or extend, or cause to be issued, amended, renewed or extended, any Letter of Credit for the ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or issuing, amending, renewing or extending, or causing the issuance, amendment, renewal or extension of, any such Letter of Credit is in the best interests of the Lenders.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (including the initial funding)Borrowing, and of the Issuing Bank Lender to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions: (a) The representations and warranties of the Borrower and the Restricted Subsidiaries set forth in this Agreement or any other Loan Document shall be deemed to have been made as a part of said request for each Borrowing and shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable; provided, that to the extent such representations and warranties were made as of a specific date, the same shall be required to have been true and correct in all material respects as of such specific date; provided further, in either case, to the extent any such representation or warranty is qualified by Material Adverse Effect or materiality qualifier, such representation or warranty shall be true and correct in all respects. (b) No Material Adverse Effect shall have occurred; (c) The Administrative Agent shall have received a Borrowing Request as required by Section 2.03 or the Administrative Agent and the Issuing Lender shall have received a request for the issuance of a Letter of Credit as required by Section 2.05(b); and (d) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Material Adverse Effect shall have occurred; provided that with respect to the initial funding on the Effective Date, the condition precedent shall be that no Closing Date MAE shall have occurred. (c) The representations and warranties of the Loan Parties set forth in this Agreement and in the other Loan Documents shall be true and correct on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date; provided that with respect to the initial funding on the Effective Date, no Loan Party will be required to make the representation contained in Section 7.04(b) and the only representations (and related Defaults) relating to the Acquisition Properties the making of which shall be a condition precedent under this Section 6.02(c) on the Effective Date shall be those representations contained in Sections 7.01, 7.02, 7.03, 7.07(a), 7.08, 7.09 and 7.23. (d) The making of such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, would not conflict with, or cause any Lender or the Issuing Bank to violate or exceed, any applicable Governmental Requirement, and no Change in Law shall have occurred, and no litigation shall be pending or threatened, which does or, with respect to any threatened litigation, seeks to, enjoin, prohibit or restrain, the making or repayment of any Loan, the issuance, amendment, renewal, extension or repayment of any Letter of Credit or any participations therein or the consummation of the transactions contemplated by this Agreement or any other Loan Document. (e) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit in accordance with Section 2.08(b), as applicable. Each Borrowing and each issuance, amendment, renewal or extension of any a Letter of Credit shall be deemed to constitute a representation and warranty by the Parent Guarantor and the Borrower on the date thereof as to the matters specified in paragraphs (a), (b), and (d) of this Section 6.02(a) through (e)4.02.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (including the initial funding)Borrowing, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, Credit is subject to the satisfaction of the following conditions: (a) The representations and warranties of the Obligors set forth in this Agreement or any other Loan Document shall be deemed to have been made as a part of said request for each Borrowing and shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable; provided, that to the extent such representations and warranties were made as of a specific date, the same shall be required to remain true and correct in all material respects as of such specific date. (b) No Material Adverse Effect shall have occurred since the Effective Date. (c) The Administrative Agent shall have received a request for a Borrowing as required by Section 2.03 or Section 2.04 or a request for the issuance, amendment, renewal or extension of a Letter of Credit as required by Section 2.05(b); (d) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Material Adverse Effect shall have occurred; provided that with respect to the initial funding on the Effective Date, the condition precedent shall be that no Closing Date MAE shall have occurred. (c) The representations and warranties of the Loan Parties set forth in this Agreement and in the other Loan Documents shall be true and correct on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date; provided that with respect to the initial funding on the Effective Date, no Loan Party will be required to make the representation contained in Section 7.04(b) and the only representations (and related Defaults) relating to the Acquisition Properties the making of which shall be a condition precedent under this Section 6.02(c) on the Effective Date shall be those representations contained in Sections 7.01, 7.02, 7.03, 7.07(a), 7.08, 7.09 and 7.23. (d) The making of such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, would not conflict with, or cause any Lender or the Issuing Bank to violate or exceed, any applicable Governmental Requirement, and no Change in Law shall have occurred, and no litigation shall be pending or threatened, which does or, with respect to any threatened litigation, seeks to, enjoin, prohibit or restrain, the making or repayment of any Loan, the issuance, amendment, renewal, extension or repayment of any Letter of Credit or any participations therein or the consummation of the transactions contemplated by this Agreement or any other Loan Document. (e) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit in accordance with Section 2.08(b), as applicable. Each Borrowing and each issuance, amendment, renewal or extension of any a Letter of Credit shall be deemed to constitute a representation and warranty by the Parent Guarantor and the Borrower on the date thereof as to the matters specified in paragraphs (a), (b) and (d) of this Section 6.02(a) through (e)4.02.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (including the initial funding), and is subject to receipt of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject borrowing request therefor in accordance herewith and to the satisfaction of the following conditions: (a) At The representations and warranties of each Loan Party set forth in the time Loan Documents shall be true and correct in all material respects on and as of and immediately after giving effect to the date of such Borrowing or (unless such date is the issuanceEffective Date); provided that, amendmentto the extent that such representations and warranties specifically refer to an earlier date, renewal or extension they shall be true and correct in all material respects as of such Letter earlier date; provided further that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on the date of Creditsuch credit extension or on such earlier date, as applicable, no Default shall have occurred and be continuingthe case may be. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicableBorrowing, no Material Adverse Effect Default or Event of Default shall have occurred; occurred and be continuing. Each Borrowing (provided that with respect to the initial funding on the Effective Date, the condition precedent shall be that no Closing Date MAE shall have occurred. (c) The representations and warranties of the Loan Parties set forth in this Agreement and in the other Loan Documents shall be true and correct on and as of the date of such Borrowing a conversion or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date; provided that with respect to the initial funding on the Effective Date, no Loan Party will be required to make the representation contained in Section 7.04(b) and the only representations (and related Defaults) relating to the Acquisition Properties the making of which shall be a condition precedent under this Section 6.02(c) on the Effective Date shall be those representations contained in Sections 7.01, 7.02, 7.03, 7.07(a), 7.08, 7.09 and 7.23. (d) The making of such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, would not conflict with, or cause any Lender or the Issuing Bank to violate or exceed, any applicable Governmental Requirement, and no Change in Law shall have occurred, and no litigation shall be pending or threatened, which does or, with respect to any threatened litigation, seeks to, enjoin, prohibit or restrain, the making or repayment of any Loan, the issuance, amendment, renewal, extension or repayment of any Letter of Credit or any participations therein or the consummation of the transactions contemplated by this Agreement or any other Loan Document. (e) The receipt by the Administrative Agent continuation of a Borrowing Request in accordance with Section 2.03 or shall not constitute a request “Borrowing” for a Letter purposes of Credit in accordance with Section 2.08(b), as applicable. Each Borrowing this Section) and each issuance, amendment, renewal or extension of any a Letter of Credit (other than any Borrowing on the Effective Date) shall be deemed to constitute a representation and warranty by the Parent Guarantor Holdings and the Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section. Notwithstanding anything in this Section 6.02(a) through (e)4.02 and in Section 2.20 to the contrary, to the extent that the proceeds of a Term Commitment Increase are to be used to finance a Permitted Acquisition or Investment permitted hereunder, the only conditions precedent to the funding of such Term Commitment Increase shall be the conditions precedent set forth in the related Incremental Term Facility Amendment.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (including the initial fundingother than any conversion or continuation of any Loan), and of the each Issuing Bank to issue, amendamend to increase the amount thereof, renew or extend any Letter of Credit, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct (i) in the case of the representations and warranties qualified as to materiality, “Material Adverse Effect” or similar language, in all respects and (ii) otherwise, in all material respects, in each case at the time of and immediately after giving effect to such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, and to the application of the proceeds therefrom, as applicable, except in the case of any such representation and warranty that expressly relates to a prior date, in which case as of such prior date. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendmentamendment to increase the amount thereof, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. (bc) At The Administrative Agent shall have received, in the time case of a Revolving Borrowing, a Borrowing Request as required by Section 2.03 or, in the case of the issuance of a Letter of Credit, the applicable Issuing Bank and immediately after giving effect to the Administrative Agent shall have received a notice requesting the issuance of such Letter of Credit as required by Section 2.05(b) or, in the case of a Swingline Borrowing, the Swingline Lender and the Administrative Agent shall have received a request as required by Section 2.04(b). On the date of any Borrowing (other than any conversion or continuation of any Loan) or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Material Adverse Effect shall have occurred; provided that with respect amendment to increase the initial funding on the Effective Date, the condition precedent shall be that no Closing Date MAE shall have occurred. (c) The representations and warranties of the Loan Parties set forth in this Agreement and in the other Loan Documents shall be true and correct on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date; provided that with respect to the initial funding on the Effective Date, no Loan Party will be required to make the representation contained in Section 7.04(b) and the only representations (and related Defaults) relating to the Acquisition Properties the making of which shall be a condition precedent under this Section 6.02(c) on the Effective Date shall be those representations contained in Sections 7.01, 7.02, 7.03, 7.07(a), 7.08, 7.09 and 7.23. (d) The making of such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, would not conflict with, or cause any Lender or the Issuing Bank to violate or exceed, any applicable Governmental Requirement, and no Change in Law shall have occurred, and no litigation shall be pending or threatened, which does or, with respect to any threatened litigation, seeks to, enjoin, prohibit or restrain, the making or repayment of any Loan, the issuance, amendment, renewal, extension or repayment of any Letter of Credit or any participations therein or the consummation of the transactions contemplated by this Agreement or any other Loan Document. (e) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit in accordance with Section 2.08(b), as applicable. Each Borrowing and each issuance, amendmentamount thereof, renewal or extension of any Letter of Credit Credit, the Parent and the Borrower shall be deemed to constitute have represented and warranted that the conditions specified in paragraphs (a) and (b) of this Section have been satisfied and that, after giving effect to such Borrowing, or such issuance, amendment to increase the amount thereof, renewal or extension of a representation and warranty by Letter of Credit, the Parent Guarantor and Aggregate Exposure (or any component thereof) shall not exceed the Borrower on maximum amount thereof (or the date thereof as to the matters maximum amount of any such component) specified in Section 6.02(a2.01, 2.04(a) through (eor 2.05(b).

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (including other than the initial fundingcontinuation or conversion of Eurodollar Loans), and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions: (a) At The representations and warranties of the time Borrower set forth in this Agreement shall be true and correct in all material respects (except that any representation or warranty which is already qualified as to materiality or by reference to Material Adverse Effect shall be true and correct in all respects) on and as of and immediately after giving effect to the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties were true and correct in all material respects (except that any representation or warranty which is already qualified as to materiality or by reference to Material Adverse Effect shall have occurred be true and be continuingcorrect in all respects) as of such earlier date. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Material Adverse Effect Default or Event of Default shall have occurred; provided that with respect to the initial funding on the Effective Date, the condition precedent shall occurred and be that no Closing Date MAE shall have occurredcontinuing. (c) The representations and warranties of the Loan Parties set forth in this Agreement and in the other Loan Documents shall be true and correct on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date; provided that with respect to the initial funding on the Effective Date, no Loan Party will be required to make the representation contained in Section 7.04(b) and the only representations (and related Defaults) relating to the Acquisition Properties the making of which shall be a condition precedent under this Section 6.02(c) on the Effective Date shall be those representations contained in Sections 7.01, 7.02, 7.03, 7.07(a), 7.08, 7.09 and 7.23. (d) The making of such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, would not conflict with, or cause any Lender or the Issuing Bank to violate or exceed, any applicable Governmental Requirement, and no Change in Law shall have occurred, and no litigation shall be pending or threatened, which does or, with respect to any threatened litigation, seeks to, enjoin, prohibit or restrain, the making or repayment of any Loan, the issuance, amendment, renewal, extension or repayment of any Letter of Credit or any participations therein or the consummation of the transactions contemplated by this Agreement or any other Loan Document. (e) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit in accordance with Section 2.08(b), as applicable. Each Borrowing and each issuance, amendment, renewal or extension of any a Letter of Credit shall be deemed to constitute a representation and warranty by the Parent Guarantor and the Borrower on the date thereof as to the matters specified in Section 6.02(aparagraphs (a) through and (e)b) of this Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (including the initial funding)Borrowing, and of the Issuing Bank Banks to issue, increase, amend, renew or extend any a Letter of Credit, is subject to the satisfaction of the following conditions: (a) At The representations and warranties of the time Borrower set forth in the Loan Documents (other than the representations and warranties in Section 4.4(b), Section 4.5 and Section 4.6 of this Agreement) shall be true and immediately after giving effect to correct on and as of the date of such Borrowing or the date of such issuance, increase, amendment, renewal or extension of such Letter of Creditextension, as applicable, no Default except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have occurred been true and be continuingcorrect on and as of such earlier date. (b) At the time of and immediately after giving effect to such Borrowing or the such issuance, increase, amendment, renewal or extension, as applicable, no Default shall have occurred and be continuing. (c) The Administrative Agent shall have received a Credit Request and such other documentation and assurances as shall be reasonably required by it in connection herewith. (d) Such Loan or Letter of Credit shall not be prohibited by any applicable law, rule or regulation. Each Borrowing and each issuance, increase, amendment, renewal or extension of such Letter of Credit, as applicable, no Material Adverse Effect shall have occurred; provided that with respect to the initial funding on the Effective Date, the condition precedent shall be that no Closing Date MAE shall have occurred. (c) The representations and warranties of the Loan Parties set forth in this Agreement and in the other Loan Documents shall be true and correct on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date; provided that with respect to the initial funding on the Effective Date, no Loan Party will be required to make the representation contained in Section 7.04(b) and the only representations (and related Defaults) relating to the Acquisition Properties the making of which shall be a condition precedent under this Section 6.02(c) on the Effective Date shall be those representations contained in Sections 7.01, 7.02, 7.03, 7.07(a), 7.08, 7.09 and 7.23. (d) The making of such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, would not conflict with, or cause any Lender or the Issuing Bank to violate or exceed, any applicable Governmental Requirement, and no Change in Law shall have occurred, and no litigation shall be pending or threatened, which does or, with respect to any threatened litigation, seeks to, enjoin, prohibit or restrain, the making or repayment of any Loan, the issuance, amendment, renewal, extension or repayment of any Letter of Credit or any participations therein or the consummation of the transactions contemplated by this Agreement or any other Loan Document. (e) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit in accordance with Section 2.08(b), as applicable. Each Borrowing and each issuance, amendment, renewal or extension of any Letter of Credit shall be deemed to constitute a representation and warranty by the Parent Guarantor and the Borrower on the date thereof as to the matters specified in Section 6.02(aparagraphs (a) through and (e)b) of this Section.

Each Credit Event. The Subject to Section 6.4, the obligation of each Lender the Lenders to make a Loan Loans on the occasion of any Borrowing (including the initial funding), and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, Credit is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) At The representations and warranties of each Loan Party set forth in the time Loan Documents (other than, on the Effective Date, the representation and warranty set forth in Section 5.2)) shall be true and correct in all material respects on and as of and immediately after giving effect to the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicablethe case may be (except to the extent that any representation and warranty expressly relates to an earlier date, no Default in which case such representation and warranty shall have occurred been true and correct in all material respects as of such earlier date and except that after the Effective Date the representation and warranty set forth in Section 5.2 shall be continuingdeemed to refer to the date of the most recent financial statements presented pursuant to Section 7.1(a)). (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicablethe case may be, no Material Adverse Effect Default shall have occurred; occurred and be continuing. Each Borrowing (provided that with respect to the initial funding on the Effective Date, the condition precedent shall be that no Closing Date MAE shall have occurred. (c) The representations and warranties of the Loan Parties set forth in this Agreement and in the other Loan Documents shall be true and correct on and as of the date of such Borrowing a conversion or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date; provided that with respect to the initial funding on the Effective Date, no Loan Party will be required to make the representation contained in Section 7.04(b) and the only representations (and related Defaults) relating to the Acquisition Properties the making of which shall be a condition precedent under this Section 6.02(c) on the Effective Date shall be those representations contained in Sections 7.01, 7.02, 7.03, 7.07(a), 7.08, 7.09 and 7.23. (d) The making of such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, would not conflict with, or cause any Lender or the Issuing Bank to violate or exceed, any applicable Governmental Requirement, and no Change in Law shall have occurred, and no litigation shall be pending or threatened, which does or, with respect to any threatened litigation, seeks to, enjoin, prohibit or restrain, the making or repayment of any Loan, the issuance, amendment, renewal, extension or repayment of any Letter of Credit or any participations therein or the consummation of the transactions contemplated by this Agreement or any other Loan Document. (e) The receipt by the Administrative Agent continuation of a Borrowing Request in accordance with Section 2.03 or shall not constitute a request "Borrowing" for a Letter purposes of Credit in accordance with Section 2.08(bthis Section), as applicable. Each Borrowing other than a Certain Funds Loan, and each issuance, amendment, renewal or extension of any a Letter of Credit Credit, shall be deemed to constitute a representation and warranty by the Parent Guarantor and the Borrower on the date thereof as to the matters specified in Section 6.02(a) through (e)this Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (including the initial funding), and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, Credit is subject to the satisfaction of the following conditions: (a) At at the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing.exist; (b) At at the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Material Adverse Effect shall have occurred; provided that with respect to the initial funding on the Effective Date, the condition precedent shall be that no Closing Date MAE shall have occurred. (c) The representations and warranties of the Loan Parties set forth in this Agreement and in the other Loan Documents shall be true and correct on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such all representations and warranties shall continue to be true and correct in all material respects on and as of that funding date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true, correct and complete in all material respects on and as of such specified earlier date; provided that provided, that, if a representation and warranty is qualified as to materiality, with respect to such representation and warranty the initial funding on the Effective Date, no Loan Party will be required to make the representation contained in Section 7.04(b) and the only representations (and related Defaults) relating to the Acquisition Properties the making of which materiality qualifier set forth above shall be a condition precedent under disregarded for purposes of this Section 6.02(ccondition; (c) on the Effective Date Borrower shall be those representations contained in Sections 7.01, 7.02, 7.03, 7.07(a), 7.08, 7.09 and 7.23.have delivered the required Notice of Borrowing; and (d) The making of such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, would not conflict with, or cause any Lender or the Issuing Bank to violate or exceed, any applicable Governmental Requirement, and no Change in Law shall have occurred, and no litigation shall be pending or threatened, which does or, with respect to any threatened litigation, seeks to, enjoin, prohibit or restrain, the making or repayment of any Loan, the issuance, amendment, renewal, extension or repayment of any Letter of Credit or any participations therein or the consummation of the transactions contemplated by this Agreement or any other Loan Document. (e) The receipt by the Administrative Agent of a Borrowing Request shall have received such other documents, certificates, information or legal opinions as the Administrative Agent or the Required Lenders may reasonably request, all in accordance with Section 2.03 form and substance reasonably satisfactory to the Administrative Agent or a request for a Letter of Credit in accordance with Section 2.08(b), as applicablethe Required Lenders. Each Borrowing and each issuance, amendment, extension or renewal or extension of any Letter of Credit shall be deemed to constitute a representation and warranty by the Parent Guarantor and the Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section 6.02(a) through (e)3.2.

Each Credit Event. The obligation of (i) each Lender to make a Loan on the occasion of any Borrowing and (including the initial funding), and ii) of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit, in each case other than on the Effective Date or in connection with any Incremental Facility, Loan Modification Offer or Permitted Amendment, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) At The representations and warranties of each Loan Party set forth in the time Loan Documents shall be true and correct in all material respects on and as of and immediately after giving effect to the date of such Borrowing or Borrowing, the date of issuance, amendment, renewal or extension of such Letter of CreditCredit or the date of such extension, as applicablethe case may be (in each case, no Default unless such date is the Effective Date); provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall have occurred 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 shall be continuingtrue and correct in all respects on the date of such credit extension or on such earlier date, as the case may be. (b) At the time of and immediately after giving effect to such Borrowing or Borrowing, the issuance, amendment, renewal or extension of such Letter of CreditCredit or such extension, as applicable, no Material Adverse Effect shall have occurred; provided that with respect to the initial funding case may be (unless such Borrowing is on the Effective Date), the condition precedent shall be that no Closing Date MAE Default or Event of Default shall have occurredoccurred and be continuing or would result therefrom. (c) The representations and warranties of To the Loan Parties set forth in extent this Agreement and in the other Loan Documents shall be true and correct on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as Section 4.02 is applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such each Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date; (provided that with respect to the initial funding on the Effective Date, no Loan Party will be required to make the representation contained in Section 7.04(b) and the only representations (and related Defaults) relating to the Acquisition Properties the making of which shall be a condition precedent under this Section 6.02(c) on the Effective Date shall be those representations contained in Sections 7.01, 7.02, 7.03, 7.07(a), 7.08, 7.09 and 7.23. (d) The making of such Loan conversion or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, would not conflict with, or cause any Lender or the Issuing Bank to violate or exceed, any applicable Governmental Requirement, and no Change in Law shall have occurred, and no litigation shall be pending or threatened, which does or, with respect to any threatened litigation, seeks to, enjoin, prohibit or restrain, the making or repayment of any Loan, the issuance, amendment, renewal, extension or repayment of any Letter of Credit or any participations therein or the consummation of the transactions contemplated by this Agreement or any other Loan Document. (e) The receipt by the Administrative Agent a continuation of a Borrowing Request in accordance with Section 2.03 or shall not constitute a request “Borrowing” for a Letter purposes of Credit in accordance with Section 2.08(b), as applicable. Each Borrowing this Section) and each issuance, amendment, renewal or extension of any a Letter of Credit shall be deemed to constitute a representation and warranty by the Parent Guarantor and the Borrower on the date thereof as to the matters specified in Section 6.02(aclauses (a) through and (e)b) of this Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion or participate in any Extensions of any Borrowing (including the initial funding), and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is Credit are subject to the satisfaction of the following conditionsconditions precedent on the relevant borrowing date: (a) At at the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicableBorrowing, no Default or Event of Default shall have occurred exist and be continuing.continuing or would result from such Extension of Credit; (b) At at the time of and immediately after giving effect to such Borrowing or the issuanceBorrowing, amendment, renewal or extension of such Letter of Credit, as applicable, no Material Adverse Effect shall have occurred; provided that with respect to the initial funding on the Effective Date, the condition precedent shall be that no Closing Date MAE shall have occurred. (c) The all representations and warranties of the each Loan Parties Party set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuancebefore and after giving effect thereto, amendment, renewal or extension of such Letter of Credit, as applicable, (except to the extent any such (i) for those representations and warranties that are expressly limited to an earlier datequalified by materiality, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, case such representations and warranties shall continue to be true and correct without qualification and (ii) to the extent that such representation or warranty expressly relates to an earlier date (in which event such representation and warranty shall be true and correct in all material respects as of such specified earlier date; provided that with respect to )); (c) since the initial funding on date of the Effective Date, no Loan Party will be required to make financial statements of the representation contained Borrowers described in Section 7.04(b) and the only representations (and related Defaults) relating 5.17, there shall have been no change which has had or could reasonably be expected to the Acquisition Properties the making of which shall be have a condition precedent under this Section 6.02(c) on the Effective Date shall be those representations contained in Sections 7.01, 7.02, 7.03, 7.07(a), 7.08, 7.09 and 7.23.Material Adverse Effect; and (d) The making of such Loan or except as otherwise provided herein (including any Sweep Arrangement pursuant to Section 2.27), the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, would not conflict with, or cause any Lender or the Issuing Bank to violate or exceed, any applicable Governmental Requirement, and no Change in Law Borrower shall have occurred, and no litigation shall be pending or threatened, which does or, with respect to any threatened litigation, seeks to, enjoin, prohibit or restrain, delivered the making or repayment required Notice of any Loan, the issuance, amendment, renewal, extension or repayment of any Letter of Credit or any participations therein or the consummation of the transactions contemplated by this Agreement or any other Loan Document. (e) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit in accordance with Section 2.08(b), as applicableBorrowing. Each Borrowing and each issuance, amendment, renewal or extension of (including any Letter of Credit Borrowing pursuant to Section 2.27) shall be deemed to constitute a representation and warranty by the Parent Guarantor and the Borrower Borrowers on the date thereof as to the matters specified in paragraphs (a), (b) and (c) of this Section 6.02(a) through (e)4.2.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (including the initial funding), and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) At The representations and warranties of each Loan Party set forth in the time Loan Documents shall be true and correct in all material respects on and as of and immediately after giving effect to the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicableapplicable (unless a representation or warranty is made as of a specific date, no Default in which case such representation or warranty shall have occurred remain true and be continuingcorrect in all material respects as of such specified date). (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing. (c) No indictment of, or institution of any legal process or proceeding against, the Company or any Loan Party, under any federal, state, municipal, and other civil or criminal statute, rule, regulation, order, or other requirement having the force of law, which is reasonably likely to have a Material Adverse Effect shall have occurred; provided that with respect to the initial funding on the Effective Date, the condition precedent shall be that no Closing Date MAE shall have occurred. (c) The representations and warranties of the Loan Parties set forth in this Agreement and in the other Loan Documents shall be true and correct on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date; provided that with respect to the initial funding on the Effective Date, no Loan Party will be required to make the representation contained in Section 7.04(b) and the only representations (and related Defaults) relating to the Acquisition Properties the making of which shall be a condition precedent under this Section 6.02(c) on the Effective Date shall be those representations contained in Sections 7.01, 7.02, 7.03, 7.07(a), 7.08, 7.09 and 7.23. (d) The making of such Loan Interim Order or the issuance, amendment, renewal or extension of such Letter of CreditFinal Order, as applicable, would not conflict with, or cause any Lender or the Issuing Bank to violate or exceed, any applicable Governmental Requirementshall be in full force and effect, and no Change shall not have been stayed, reversed, modified or amended in Law shall have occurred, and no litigation shall any respect that the Required Lenders reasonably determine to be pending or threatened, which does or, with respect adverse to any threatened litigation, seeks to, enjoin, prohibit or restrain, the making or repayment of any Loan, the issuance, amendment, renewal, extension or repayment of any Letter of Credit or any participations therein or the consummation their interests. Each of the transactions contemplated by this Agreement or any other Loan Document. (e) The receipt by the Administrative Agent of a Borrowing Request Borrowers, in accordance connection with Section 2.03 or a request for a Letter of Credit in accordance with Section 2.08(b)each Borrowing, as applicable. Each Borrowing and each issuance, amendment, renewal or extension of any a Letter of Credit shall be deemed to constitute a representation have represented and warranty by the Parent Guarantor and the Borrower warranted on the date thereof as that the conditions specified in paragraphs (a) and (b) of this Section 4.03 have been satisfied at that time and that after giving effect to such extension of credit the Borrowers shall continue to be in compliance with the Revolving Borrowing Base and the Collateral Amount. The conditions set forth in this Section 4.03 are for the sole benefit of the Administrative Agent, the Issuing Bank and the Lenders and may be waived by the Administrative Agent, in whole or in part, without prejudice to the matters specified in Section 6.02(a) through (e)rights of the Administrative Agent, the Issuing Bank or any Lender.

Each Credit Event. The obligation On or after the Effective Date, the obligations of each Lender the Lenders to make a Loan Loans on the occasion of any Borrowing (including except for the initial fundingBorrowings under any Incremental Facility, which may be limited to the extent otherwise provided in the applicable Incremental Facility Amendment in accordance with Section 2.21(c)), and of the Issuing Bank Banks to issue, amend, renew or extend any Letter of Credit, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) At The representations and warranties of each Loan Party set forth in the time Loan Documents shall be true and correct in all material respects (or, in the case of representations and immediately after giving effect warranties qualified as to materiality or Material Adverse Effect, in all respects) on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall have occurred be true and be continuingcorrect in all material respects (or in all respects, as applicable) as of such earlier date. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Material Adverse Effect Default or Event of Default shall have occurred; provided that with respect to the initial funding on the Effective Date, the condition precedent shall occurred and be that no Closing Date MAE shall have occurredcontinuing. (c) The representations and warranties of Borrower shall have delivered to the Loan Parties Administrative Agent a request for Borrowing that complies with the requirements set forth in this Agreement and in the other Loan Documents shall be true and correct on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date; provided that with respect to the initial funding on the Effective Date, no Loan Party will be required to make the representation contained in Section 7.04(b) and the only representations (and related Defaults) relating to the Acquisition Properties the making of which shall be a condition precedent under this Section 6.02(c) on the Effective Date shall be those representations contained in Sections 7.01, 7.02, 7.03, 7.07(a), 7.08, 7.09 and 7.232.03. (d) The making Each Borrowing (provided that a conversion or a continuation of such Loan or the issuance, amendment, renewal or extension a Borrowing shall not constitute a “Borrowing” for purposes of such Letter of Credit, this Section 4.02) (other than as applicable, would not conflict with, or cause any Lender or the Issuing Bank to violate or exceed, any applicable Governmental Requirement, and no Change set forth above in Law shall have occurred, and no litigation shall be pending or threatened, which does or, this Section with respect to any threatened litigation, seeks to, enjoin, prohibit or restrain, the making or repayment of any Loan, the issuance, amendment, renewal, extension or repayment of any Letter of Credit or any participations therein or the consummation of the transactions contemplated by this Agreement or any other Loan Document. (e) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or under any Incremental Facility the proceeds of which are used to finance a request for a Letter of Credit in accordance with Section 2.08(bLimited Condition Transaction), as applicable. Each Borrowing and each issuance, amendment, renewal or extension of any a Letter of Credit shall be deemed to constitute a representation and warranty by the Parent Guarantor and the Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section 6.02(a) through 4.02. (e)) In respect of a Borrowing of a Revolving Loan, at the time of and immediately after giving effect to such Borrowing, on a Pro Forma Basis the Borrower would be in compliance with Sections 6.12 and 6.13.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (including other than solely to the initial fundingextent constituting a continuation of any Borrowing as a Eurocurrency Borrowing), and of the Issuing Bank to issue, amend, renew or extend any Letter of CreditCredit (in each case other than on the Closing Date, which applicable conditions are set forth in Section 4.01), is subject to the satisfaction of the following conditions: (a) At The representations and warranties of the time Loan Parties set forth in the Loan Documents to which they are party (other than the representations and warranties set forth in Sections 3.04(b) and 3.06(a)) shall be true and correct in all material respects (except that any representation or warranty which is already qualified as to materiality or by reference to Material Adverse Effect shall be true and correct in all respects) on and as of and immediately after giving effect to the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default with the same effect as if made on and as of such date (other than those representations and warranties that by their terms expressly relate to an earlier date, in which case such representations and warranties shall have occurred been true and be continuing.correct in all material respects as of such earlier date); (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Material Adverse Effect Default or Event of Default shall have occurredoccurred and be continuing; provided that with respect to the initial funding on the Effective Date, the condition precedent shall be that no Closing Date MAE shall have occurred.and (c) The representations and warranties of the Loan Parties set forth in this Agreement and in the other Loan Documents shall be true and correct on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date; provided that with respect to the initial funding on the Effective Date, no Loan Party will be required to make the representation contained in Section 7.04(b) and the only representations (and related Defaults) relating to the Acquisition Properties the making of which shall be a condition precedent under this Section 6.02(c) on the Effective Date shall be those representations contained in Sections 7.01, 7.02, 7.03, 7.07(a), 7.08, 7.09 and 7.23. (d) The making of such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, would not conflict with, or cause any Lender or the Issuing Bank to violate or exceed, any applicable Governmental Requirement, and no Change in Law Administrative Agent shall have occurred, and no litigation shall be pending or threatened, which does or, with respect to any threatened litigation, seeks to, enjoin, prohibit or restrain, the making or repayment received a notice of any Loan, the issuance, amendment, renewal, extension or repayment of any Letter of Credit or any participations therein or the consummation of the transactions contemplated by this Agreement or any other Loan Document. (e) The receipt by the Administrative Agent of a Borrowing Request borrowing in accordance with Section 2.03 or a request for a Letter of Credit in accordance with Section 2.08(b), as applicable2.03. Each Borrowing and each issuance, amendment, renewal or extension of any a Letter of Credit shall be deemed to constitute a representation and warranty by the Parent Guarantor and the Revolving Borrower on the date thereof as to the matters specified in Section 6.02(aparagraphs (a) through and (e)b) of this Section.

Each Credit Event. The obligation of each Lender to make a Loan subsequent to the Effective Date on the occasion of any Borrowing (including the initial funding)Borrowing, and of the each Issuing Bank to issue, amend, renew or extend any Letter of CreditCredit subsequent to the Effective Date, is subject to the satisfaction of the following conditions: (a) At The representations and warranties of the time Borrower set forth in this Agreement shall be true and correct in all material respects (or in all respects if the applicable representation and warranty is qualified by materiality or Material Adverse Effect) on and as of and immediately after giving effect to the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default except to the extent that such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have occurred be true and be continuingcorrect in all material respects (or in all respects if the applicable representation and warranty is qualified by materiality or Material Adverse Effect) as of such earlier date. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Material Adverse Effect Default or Event of Default shall have occurred; provided that with respect occurred and be continuing. Each Borrowing subsequent to the initial funding on the Effective Date, the condition precedent shall be that no Closing Date MAE shall have occurred. (c) The representations and warranties of the Loan Parties set forth in this Agreement and in the other Loan Documents shall be true and correct on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date; provided that with respect to the initial funding on the Effective Date, no Loan Party will be required to make the representation contained in Section 7.04(b) and the only representations (and related Defaults) relating to the Acquisition Properties the making of which shall be a condition precedent under this Section 6.02(c) on the Effective Date shall be those representations contained in Sections 7.01, 7.02, 7.03, 7.07(a), 7.08, 7.09 and 7.23. (d) The making of such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, would not conflict with, or cause any Lender or the Issuing Bank to violate or exceed, any applicable Governmental Requirement, and no Change in Law shall have occurred, and no litigation shall be pending or threatened, which does or, with respect to any threatened litigation, seeks to, enjoin, prohibit or restrain, the making or repayment of any Loan, the issuance, amendment, renewal, extension or repayment of any Letter of Credit or any participations therein or the consummation of the transactions contemplated by this Agreement or any other Loan Document. (e) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit in accordance with Section 2.08(b), as applicable. Each Borrowing and each issuance, amendment, renewal or extension of any a Letter of Credit subsequent to the Effective Date shall be deemed to constitute a representation and warranty by the Parent Guarantor and the Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section. Notwithstanding the foregoing, the funding of any Certain Funds Term Loans shall only be subject to the Certain Funds Conditions and the other conditions set forth in Section 6.02(a) through (e)2.20 and not, for the avoidance of doubt, the conditions set forth in this Section 4.02.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (including the initial funding)Borrowing, and of the Issuing Bank Banks to issue, amend, renew or extend any Letter of Credit, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of the Borrower set forth in the Loan Documents (with respect to any Revolving Borrowing, excluding Sections 3.04(d) and 3.06(a)(i) of this Agreement) shall be true and correct in all material respects (or, in the case of representations and warranties qualified as to materiality or Material Adverse Effect, in all respects) on and as of the date of such Borrowing (subject to Section 2.20) or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be true and correct in all material respects (or in all respects, as applicable) as of such earlier date. (b) At the time of and immediately after giving effect to such Borrowing (subject to Section 2.20) or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. (bc) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Material Adverse Effect shall have occurred; provided that In connection with respect to the initial funding on the Effective Datea Borrowing, the condition precedent shall be that no Closing Date MAE shall have occurred. (c) The representations and warranties of the Loan Parties set forth in this Agreement and in the other Loan Documents shall be true and correct on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date; provided that with respect to the initial funding on the Effective Date, no Loan Party will be required to make the representation contained in Section 7.04(b) and the only representations (and related Defaults) relating to the Acquisition Properties the making of which shall be a condition precedent under this Section 6.02(c) on the Effective Date shall be those representations contained in Sections 7.01, 7.02, 7.03, 7.07(a), 7.08, 7.09 and 7.23. (d) The making of such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, would not conflict with, or cause any Lender or the Issuing Bank to violate or exceed, any applicable Governmental Requirement, and no Change in Law shall have occurred, and no litigation shall be pending or threatened, which does or, with respect to any threatened litigation, seeks to, enjoin, prohibit or restrain, the making or repayment of any Loan, the issuance, amendment, renewal, extension or repayment of any Letter of Credit or any participations therein or the consummation of the transactions contemplated by this Agreement or any other Loan Document. (e) The receipt by the Administrative Agent of Borrower has delivered a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit in accordance with Section 2.08(b), as applicable2.03. Each Borrowing (provided that a conversion or a continuation of a Borrowing shall not constitute a “Borrowing” for purposes of this Section 4.02) and each issuance, amendment, renewal or extension of any a Letter of Credit shall be deemed to constitute a representation and warranty by the Parent Guarantor and the Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section 6.02(a) through (e)4.02.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (including the initial funding)Borrowing, and of the Issuing Bank Lender to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Party set forth in this Agreement or any other Loan Document shall be deemed to have been made as a part of said request for a Borrowing and shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date. (b) No Material Adverse Effect shall have occurred since the date of the most recent Borrowing by the Company. (c) The Administrative Agent shall have received a request for a Borrowing as required by Section 2.03 or the Issuing Lender and the Administrative Agent shall have received a request for the issuance of a Letter of Credit as required by Section 2.04(b); (d) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Material Adverse Effect shall have occurred; provided that with respect to the initial funding on the Effective Date, the condition precedent shall be that no Closing Date MAE shall have occurred. (c) The representations and warranties of the Loan Parties set forth in this Agreement and in the other Loan Documents shall be true and correct on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date; provided that with respect to the initial funding on the Effective Date, no Loan Party will be required to make the representation contained in Section 7.04(b) and the only representations (and related Defaults) relating to the Acquisition Properties the making of which shall be a condition precedent under this Section 6.02(c) on the Effective Date shall be those representations contained in Sections 7.01, 7.02, 7.03, 7.07(a), 7.08, 7.09 and 7.23. (d) The making of such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, would not conflict with, or cause any Lender or the Issuing Bank to violate or exceed, any applicable Governmental Requirement, and no Change in Law shall have occurred, and no litigation shall be pending or threatened, which does or, with respect to any threatened litigation, seeks to, enjoin, prohibit or restrain, the making or repayment of any Loan, the issuance, amendment, renewal, extension or repayment of any Letter of Credit or any participations therein or the consummation of the transactions contemplated by this Agreement or any other Loan Document. (e) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit in accordance with Section 2.08(b), as applicable. Each Borrowing and each issuance, amendment, renewal or extension of any a Letter of Credit shall be deemed to constitute a representation and warranty by the Parent Guarantor and the Borrower Borrowers on the date thereof as to the matters specified in Section 6.02(aparagraphs (a), (b), (c) through and (e)d) of this Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (including the initial funding)Borrowing, and the issuance of the Issuing Bank to issue, amend, renew or extend any Letter of CreditCredit (including any extension or renewal thereof or amendment thereto), in each case is subject to the satisfaction of the following conditions: (a) At The representations and warranties of the time Loan Parties set forth in this Agreement or any other Loan Document shall be true and correct in all material respects on and as of and immediately after giving effect to the date of such Borrowing or the issuance, amendmentas the case may be, renewal except (i) to the extent that any such representation or extension warranty specifically refers to an earlier date, in which case they shall be true and correct in all material respects as of such Letter earlier date, (ii) that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects and (iii) that for purposes of Creditthis Section 4.02, as applicablethe representations and warranties contained in Section 3.04(b) shall be deemed to refer to the most recent financial statements delivered pursuant to Sections 5.01(a), no Default shall have occurred (b) and be continuing(c). (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendmentno Default or Event of Default shall have occurred and be continuing. (c) After giving effect to any Borrowing or issuance, renewal or extension Availability is not less than zero. (d) In the case of any such Borrowing, the Administrative Agent shall have received a Borrowing Request pursuant to Section 2.03 and, in the case of any such Letter of Credit, as applicable, no Material Adverse Effect the Administrative Agent and Issuing Bank shall have occurred; provided that with respect received all documentation pursuant to the initial funding on the Effective Date, the condition precedent shall be that no Closing Date MAE shall have occurred. (c) The representations and warranties of the Loan Parties set forth in this Agreement and in the other Loan Documents shall be true and correct on and as of the date of Section 2.06(e). Each such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date; provided that with respect to the initial funding on the Effective Date, no Loan Party will be required to make the representation contained in Section 7.04(b) and the only representations (and related Defaults) relating to the Acquisition Properties the making of which shall be a condition precedent under this Section 6.02(c) on the Effective Date shall be those representations contained in Sections 7.01, 7.02, 7.03, 7.07(a), 7.08, 7.09 and 7.23. (d) The making of such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, would not conflict with, or cause any Lender or the Issuing Bank to violate or exceed, any applicable Governmental Requirement, and no Change in Law shall have occurred, and no litigation shall be pending or threatened, which does or, with respect to any threatened litigation, seeks to, enjoin, prohibit or restrain, the making or repayment of any Loan, the issuance, amendment, renewal, extension or repayment of any Letter of Credit or any participations therein or the consummation of the transactions contemplated by this Agreement or any other Loan Document. (e) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit in accordance with Section 2.08(b), as applicable. Each Borrowing and each issuance, amendment, renewal or extension of any Letter of Credit issuance shall be deemed to constitute a representation and warranty by the Parent Guarantor and the Borrower Borrowers on the date thereof as to the matters specified in Section 6.02(a) through Sections 4.02(a), (eb), (c), and (d).

Each Credit Event. The obligation of each Lender to make a Loan any Loan, including any such extension of credit on the occasion of Effective Date or in connection with any Borrowing (including the initial funding), and of the Issuing Bank to issue, amend, renew or extend any Letter of CreditTerm Loan Increase, is additionally subject to the satisfaction of the following conditions: (a) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Material Adverse Effect shall have occurred; provided that with respect to the initial funding on the Effective Date, the condition precedent shall be that no Closing Date MAE shall have occurred. (c) The representations and warranties of the Loan Parties Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (other than any representation or warranty already qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of the date of such Borrowing or the date of issuanceLoan, amendment, renewal or extension of such Letter of Creditor, as applicable, except to the extent any such representations and warranties are expressly limited representation or warranty that refers to an earlier a specific date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier specific date; (b) at the time of and immediately after giving effect to such Loan, no Default shall have occurred and be continuing; (c) either (i) the aggregate Covered Debt Amount (after giving effect to such extension of credit) shall not exceed the Collateral Base reflected on the Collateral Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Collateral Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit) shall not exceed the Collateral Base after giving effect to such extension of credit as well as any concurrent acquisitions of Portfolio Investments by the Borrower or payment of outstanding Loans or Other Covered Indebtedness; (d) after giving effect to such extension of credit, the Borrower shall be in pro forma compliance with each of the covenants set forth in Sections 6.07(a), (b), (d) and (e); provided that and (e) the Custodian Agreement shall have been duly executed and delivered by the Borrower, the Collateral Agent and the Custodian and all other control arrangements required at the time by Section 5.08(c)(ii) with respect to the initial funding on the Effective Date, no Loan Party will be required to make the representation contained in Section 7.04(b) Obligors’ other deposit accounts and the only representations (and related Defaults) relating to the Acquisition Properties the making of which shall be a condition precedent under this Section 6.02(c) on the Effective Date shall be those representations contained in Sections 7.01, 7.02, 7.03, 7.07(a), 7.08, 7.09 and 7.23. (d) The making of such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, would not conflict with, or cause any Lender or the Issuing Bank to violate or exceed, any applicable Governmental Requirement, and no Change in Law securities accounts shall have occurred, and no litigation shall be pending or threatened, which does or, with respect to any threatened litigation, seeks to, enjoin, prohibit or restrain, the making or repayment of any Loan, the issuance, amendment, renewal, extension or repayment of any Letter of Credit or any participations therein or the consummation of the transactions contemplated by this Agreement or any other Loan Documentbeen entered into. (e) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit in accordance with Section 2.08(b), as applicable. Each Borrowing and each issuance, amendment, renewal or extension of any Letter of Credit shall be deemed to constitute a representation and warranty by the Parent Guarantor and the Borrower on the date thereof as to the matters specified in Section 6.02(a) through (e).

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (including the initial funding)Borrowing, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit (an “Extension of Credit”), is subject to the satisfaction of the following conditions: (a) At The representations and warranties of the time Company and the Borrower set forth in this Agreement shall be true and correct in all material respects on and as of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension date of such Letter Extension of Credit; provided that (i) if any representation and warranty expressly relates to an earlier date, such representation and warranty shall be true and correct in all material respects as applicableof such earlier date, no Default (ii) any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall have occurred be true and be continuingcorrect in all respects on the date of such Extension of Credit and (iii) the Borrower may update Schedule 3.18(a) and Schedule 3.18(b) from time to time to make the representations set forth in Section 3.18 true and correct. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter Extension of Credit, as applicable, no Material Adverse Effect Default shall have occurred; provided that with respect to the initial funding on the Effective Date, the condition precedent shall occurred and be that no Closing Date MAE shall have occurredcontinuing. (c) The representations and warranties Administrative Agent shall have received a Borrowing Request, including a certification of a Financial Officer of the Loan Parties Borrower as to compliance with the financial covenants set forth in this Agreement Section 6.13(a), (b), (d), (f) and in the other Loan Documents shall be true and correct (g) on and as of a pro-forma basis on the date of such Borrowing or the date Extension of issuance, amendment, renewal or extension of Credit after giving effect to such Letter Extension of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date; provided that with respect to the initial funding on the Effective Date, no Loan Party will be required to make the representation contained in Section 7.04(b) and the only representations (and related Defaults) relating to the Acquisition Properties the making of which shall be a condition precedent under this Section 6.02(c) on the Effective Date shall be those representations contained in Sections 7.01, 7.02, 7.03, 7.07(a), 7.08, 7.09 and 7.23. (d) The making of such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, would not conflict with, or cause any Lender or the Issuing Bank to violate or exceed, any applicable Governmental Requirement, and no Change in Law shall have occurred, and no litigation shall be pending or threatened, which does or, with respect to any threatened litigation, seeks to, enjoin, prohibit or restrain, the making or repayment of any Loan, the issuance, amendment, renewal, extension or repayment of any Letter of Credit or any participations therein or the consummation of the transactions contemplated by this Agreement or any other Loan Document. (e) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit in accordance with Section 2.08(b), as applicable. Each Borrowing and each issuance, amendment, renewal or extension of any Letter Extension of Credit shall be deemed to constitute a representation and warranty by the Parent Guarantor and the Borrower on the date thereof as to the matters specified in Section 6.02(aparagraphs (a) through and (e)b) of this Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (including the initial funding)Borrowing, and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions: (a) The representations and warranties of the Loan Parties set forth in this Agreement (other than the representations and warranties set forth in Sections 3.06 and 3.08(a)) shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. (bc) At the time The Administrative Agent shall have received a notice of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of CreditCredit as required by Section 2.03, as applicable, no Material Adverse Effect shall have occurred; provided that with respect to the initial funding on the Effective Date, the condition precedent shall be that no Closing Date MAE shall have occurred. (c) The representations and warranties of the Loan Parties set forth in this Agreement and in the other Loan Documents shall be true and correct on and as of the date of such Borrowing 2.04 or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date; provided that with respect to the initial funding on the Effective Date, no Loan Party will be required to make the representation contained in Section 7.04(b) and the only representations (and related Defaults) relating to the Acquisition Properties the making of which shall be a condition precedent under this Section 6.02(c) on the Effective Date shall be those representations contained in Sections 7.01, 7.02, 7.03, 7.07(a2.05(b), 7.08, 7.09 and 7.23. (d) The making of such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, would not conflict with, or cause any Lender or the Issuing Bank to violate or exceed, any applicable Governmental Requirement, and no Change in Law shall have occurred, and no litigation shall be pending or threatened, which does or, with respect to any threatened litigation, seeks to, enjoin, prohibit or restrain, the making or repayment of any Loan, the issuance, amendment, renewal, extension or repayment of any Letter of Credit or any participations therein or the consummation of the transactions contemplated by this Agreement or any other Loan Document. (e) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit in accordance with Section 2.08(b), as applicable. Each Borrowing and each issuance, amendment, renewal or extension of any Letter of Credit Credit, shall be deemed to constitute a representation and warranty by the Parent Guarantor and the Borrower Loan Parties on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section 6.02(aand that, after giving effect to such Borrowing, or such issuance, amendment, renewal or extension of such Letter of Credit, the aggregate Credit Exposures (or any component thereof) through shall not exceed the maximum amount thereof (eor the maximum amount of any such component) specified in Section 2.01(b), 2.01(c), 2.01(d), 2.04(a) or 2.05(b).

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (including other than a conversion or continuation of any Loans without increasing the initial fundingprincipal amount thereof), and of the Issuing Bank Banks to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction (or waiver in accordance with Section 9.02) of the following conditions: (a) At The representations and warranties of the time Borrowers set forth in this Agreement shall be true and correct in all material respects (or, in the case of any representation or warranty qualified by materiality or Material Adverse Effect, in all respects) on and immediately after giving effect to as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have occurred be true and be continuingcorrect in all material respects (or, in the case of any representation or warranty qualified by materiality or Material Adverse Effect, in all respects) as of such earlier date. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Material Adverse Effect Default or Event of Default shall have occurred; provided that with respect to the initial funding on the Effective Date, the condition precedent shall occurred and be that no Closing Date MAE shall have occurred. (c) The representations and warranties of the Loan Parties set forth in this Agreement and in the other Loan Documents shall be true and correct on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date; provided that with respect to the initial funding on the Effective Date, no Loan Party will be required to make the representation contained in Section 7.04(b) and the only representations (and related Defaults) relating to the Acquisition Properties the making of which shall be a condition precedent under this Section 6.02(c) on the Effective Date shall be those representations contained in Sections 7.01, 7.02, 7.03, 7.07(a), 7.08, 7.09 and 7.23. (d) The making of such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, would not conflict with, or cause any Lender or the Issuing Bank to violate or exceed, any applicable Governmental Requirement, and no Change in Law shall have occurred, and no litigation shall be pending or threatened, which does or, with respect to any threatened litigation, seeks to, enjoin, prohibit or restrain, the making or repayment of any Loan, the issuance, amendment, renewal, extension or repayment of any Letter of Credit or any participations therein or the consummation of the transactions contemplated by this Agreement or any other Loan Document. (e) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit in accordance with Section 2.08(b), as applicablecontinuing. Each Borrowing (other than a conversion or continuation of any Loans without increasing the principal amount thereof) and each issuance, amendment, renewal or extension of any a Letter of Credit shall be deemed to constitute a representation and warranty by the Parent Guarantor and the Borrower Borrowers on the date thereof as to the matters specified in Section 6.02(aparagraphs (a) through and (e)b) of this Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (including the initial funding), and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions:conditions (in addition to the concurrent or prior satisfaction of the conditions under Section 4.01 on the Closing Date): (a) At (i) with respect to any Borrowing on or prior to the IPO Effective Date, the representations and warranties of the Company set forth in this Agreement and the other Loan Documents or (ii) with respect to any Borrowing following the IPO Effective Date, the representations and warranties of the Company set forth in this Agreement and the other Loan Documents, other than those representations and warranties contained in Section 3.05(b) (but only as to clause (a) of the definition of “Material Adverse Effect”) and Section 3.06(a) and (c) (but solely to the extent such matters affecting the truth and accuracy of such representation and warranty has been disclosed to the Administrative Agent), in each case under clauses (i) and (ii) of this Section 4.02(a), shall be true and correct in all material respects (or, in the case of any such representations and warranties qualified by materiality, in all respects) on and as of the date of such Borrowing (or if any such representation or warranty is expressly stated to have been made as of a specified date, as of such specified date); ​ (b) at the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicableBorrowing, no Default or Event of Default shall have occurred and be continuing. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Material Adverse Effect shall have occurred; provided that with respect to the initial funding on the Effective Date, the condition precedent shall be that no Closing Date MAE shall have occurred.and (c) The representations and warranties of the Loan Parties set forth in this Agreement and in the other Loan Documents shall be true and correct on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date; provided that with respect to the initial funding on the Effective Date, no Loan Party will be required to make the representation contained in Section 7.04(b) and the only representations (and related Defaults) relating to the Acquisition Properties the making of which shall be a condition precedent under this Section 6.02(c) on the IPO Effective Date shall be those representations contained in Sections 7.01, 7.02, 7.03, 7.07(a), 7.08, 7.09 and 7.23. (d) The making of such Loan have occurred or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, would not conflict with, or cause any Lender or the Issuing Bank to violate or exceed, any applicable Governmental Requirement, and no Change in Law Company shall have occurred, and no litigation shall be pending or threatened, which does or, with respect confirmed to any threatened litigation, seeks to, enjoin, prohibit or restrain, the making or repayment of any Loan, the issuance, amendment, renewal, extension or repayment of any Letter of Credit or any participations therein or the consummation of the transactions contemplated by this Agreement or any other Loan Document. (e) The receipt by the Administrative Agent in writing that the IPO Effective Date is expected to occur within five (5) Business Days following such Borrowing (which period may be extended to up to ten (10) Business Days following such Borrowing with the consent of a Borrowing Request in accordance with Section 2.03 the Administrative Agent or a request for a Letter longer period as agreed by each of Credit in accordance with Section 2.08(bthe Joint Lead Arrangers), as applicable. Each Borrowing and each issuance, amendment, renewal or extension of any Letter of Credit shall be deemed to constitute a representation and warranty by the Parent Guarantor and the Borrower Company on the date thereof as to the matters specified in Section 6.02(aclauses (a), (b) through and (e)c) of the preceding sentence.

Each Credit Event. The Except as expressly set forth in Section 2.18(a), the obligation of each Lender to make a Loan on the occasion of any Borrowing (including the initial funding)Borrowing, and of the Issuing Bank Banks to issue, amend, renew review or extend any Letter of Credit, is subject to the satisfaction of the following conditions: (a) At The representations and warranties of the time Borrower set forth in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of and immediately after giving effect to the date of such Borrowing Borrowing, or the date of issuance, amendment, renewal extension or extension increase of such Letter of Credit, as applicable, no Default except that (i) for purposes of this Section, the representations and warranties contained in Section 3.04(a) shall have occurred be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b) (subject, in the case of unaudited financial statements furnished pursuant to clause (b), to year-end audit adjustments and the absence of footnotes), respectively, of Section 5.01, (ii) to the extent that such representations and warranties specifically refer to an earlier date, they shall be continuingtrue and correct in all material respects as of such earlier date and (iii) to the extent that such representations and warranties are already qualified or modified by materiality or words of similar effect in the text thereof, they shall be true and correct in all respects. (b) At the time of and immediately after giving effect to such Borrowing Borrowing, or the issuance, amendment, renewal extension or extension increase of such a Letter of Credit, as applicable, no Material Adverse Effect Default or Event of Default shall have occurred; provided that with respect to the initial funding on the Effective Date, the condition precedent shall occurred and be that no Closing Date MAE shall have occurredcontinuing. (c) The representations Administrative Agent shall have received a Borrowing Request. (d) The Issuing Banks shall have received all documentation and warranties of the Loan Parties set forth in this Agreement and in the other Loan Documents assurances required under Section 2.20 or otherwise as shall be true and correct on and as reasonably required by it in connection therewith. (e) In the case of the date of such Borrowing any Borrowing, or the date of issuance, amendment, renewal extension or increase of a Letter of Credit occurring on or after the Amendment No. 5 Effective Date, at the time of and immediately after giving effect to such Borrowing, or issuance, amendment, extension or increase of such a Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Liquidity shall not be less than $1,500,000,000. Each Borrowing or the date of issuance, amendment, renewal extension or extension increase of such a Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date; provided that with respect to the initial funding on the Effective Date, no Loan Party will be required to make the representation contained in Section 7.04(b) and the only representations (and related Defaults) relating to the Acquisition Properties the making of which shall be a condition precedent under this Section 6.02(c) on the Effective Date shall be those representations contained in Sections 7.01, 7.02, 7.03, 7.07(a), 7.08, 7.09 and 7.23. (d) The making of such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, would not conflict with, or cause any Lender or the Issuing Bank to violate or exceed, any applicable Governmental Requirement, and no Change in Law shall have occurred, and no litigation shall be pending or threatened, which does or, with respect to any threatened litigation, seeks to, enjoin, prohibit or restrain, the making or repayment of any Loan, the issuance, amendment, renewal, extension or repayment of any Letter of Credit or any participations therein or the consummation of the transactions contemplated by this Agreement or any other Loan Document. (e) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit in accordance with Section 2.08(b), as applicable. Each Borrowing and each issuance, amendment, renewal or extension of any Letter of Credit shall be deemed to constitute a representation and warranty by the Parent Guarantor Borrower that the conditions specified in paragraphs (a) and the Borrower on (b) of this Section 4.02 have been satisfied as of the date thereof as to the matters specified in Section 6.02(a) through (e)thereof.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (including the initial funding)Borrowing, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions: (a) At The representations and warranties of the time Borrower set forth in this Agreement shall be true and correct in all material respects (except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect, which such representation and warranty shall be true and correct in all respects), on and as of and immediately after giving effect to the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have occurred be true and correct in all material respects (except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect, which such representation and warranty shall be continuingtrue and correct in all respects) on and as of such earlier date. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Material Adverse Effect Default or Event of Default shall have occurred; provided that with respect to the initial funding on the Effective Date, the condition precedent shall occurred and be that no Closing Date MAE shall have occurred. (c) The representations and warranties of the Loan Parties set forth in this Agreement and in the other Loan Documents shall be true and correct on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date; provided that with respect to the initial funding on the Effective Date, no Loan Party will be required to make the representation contained in Section 7.04(b) and the only representations (and related Defaults) relating to the Acquisition Properties the making of which shall be a condition precedent under this Section 6.02(c) on the Effective Date shall be those representations contained in Sections 7.01, 7.02, 7.03, 7.07(a), 7.08, 7.09 and 7.23. (d) The making of such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, would not conflict with, or cause any Lender or the Issuing Bank to violate or exceed, any applicable Governmental Requirement, and no Change in Law shall have occurred, and no litigation shall be pending or threatened, which does or, with respect to any threatened litigation, seeks to, enjoin, prohibit or restrain, the making or repayment of any Loan, the issuance, amendment, renewal, extension or repayment of any Letter of Credit or any participations therein or the consummation of the transactions contemplated by this Agreement or any other Loan Document. (e) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit in accordance with Section 2.08(b), as applicablecontinuing. Each Borrowing and each issuance, amendment, renewal or extension of any a Letter of Credit shall be deemed to constitute a representation and warranty by the Parent Guarantor and the Borrower on the date thereof as to the matters specified in Section 6.02(aparagraphs (a) through and (e)b) of this Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (including the initial funding), and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, Credit is subject to the satisfaction of the following conditions: (a) At at the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Material Adverse Effect shall have occurred; provided that with respect to the initial funding on the Effective Date, the condition precedent shall be that no Closing Date MAE shall have occurred. (c) The representations and warranties of the Loan Parties set forth in this Agreement and in the other Loan Documents shall be true and correct on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date; provided that with respect to the initial funding on the Effective Date, no Loan Party will be required to make the representation contained in Section 7.04(b) and the only representations (and related Defaults) relating to the Acquisition Properties the making of which shall be a condition precedent under this Section 6.02(c) on the Effective Date shall be those representations contained in Sections 7.01, 7.02, 7.03, 7.07(a), 7.08, 7.09 and 7.23. (d) The making of such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, would not conflict with, no Default or cause any Lender Event of Default shall have occurred and be continuing; (b) at the time of and immediately after giving effect to the making of such Loan or the Issuing Bank to violate or exceed, any applicable Governmental Requirement, and no Change in Law shall have occurred, and no litigation shall be pending or threatened, which does or, with respect to any threatened litigation, seeks to, enjoin, prohibit or restrain, the making or repayment of any Loan, the issuance, amendment, renewal, extension or repayment of any Letter of Credit or any participations therein or the consummation of the transactions contemplated by this Agreement or any other Loan Document. (e) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit in accordance with Section 2.08(b), as applicable. Each Borrowing and each issuance, amendment, renewal or extension of such Letter of Credit, as applicable, all representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects on and as of the date of such Loan or the date of issuance, amendment, extension or renewal of such Letter of Credit (except to the extent relating to an earlier date, in which case such representations and warranties were true and correct in all material respects as of such earlier date), in each case before and after giving effect thereto; (c) the Borrowers shall have delivered the required Notice of Borrowing; and (d) the Collateral Agent shall have received each Borrowing Base Certificate then required by the terms of this Agreement. The making of each Loan and each issuance, amendment, extension or renewal of any Letter of Credit shall be deemed to constitute a representation and warranty by the Parent Guarantor and the Borrower Borrowers on the date thereof as to the matters specified in paragraphs (a), (b) and (c) of this Section 6.02(a) through (e)3.2.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (including other than the initial fundingcontinuation or conversion of Term Benchmark Loans), and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions: (a) At The representations and warranties of the time Borrower set forth in this Agreement shall be true and correct in all material respects (except that any representation or warranty which is already qualified as to materiality or by reference to Material Adverse Effect shall be true and correct in all respects) on and as of and immediately after giving effect to the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties were true and correct in all material respects (except that any representation or warranty which is already qualified as to materiality or by reference to Material Adverse Effect shall have occurred be true and be continuingcorrect in all respects) as of such earlier date. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Material Adverse Effect Default or Event of Default shall have occurred; provided that with respect to the initial funding on the Effective Date, the condition precedent shall occurred and be that no Closing Date MAE shall have occurredcontinuing. (c) The representations and warranties of the Loan Parties set forth in this Agreement and in the other Loan Documents shall be true and correct on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date; provided that with respect to the initial funding on the Effective Date, no Loan Party will be required to make the representation contained in Section 7.04(b) and the only representations (and related Defaults) relating to the Acquisition Properties the making of which shall be a condition precedent under this Section 6.02(c) on the Effective Date shall be those representations contained in Sections 7.01, 7.02, 7.03, 7.07(a), 7.08, 7.09 and 7.23. (d) The making of such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, would not conflict with, or cause any Lender or the Issuing Bank to violate or exceed, any applicable Governmental Requirement, and no Change in Law shall have occurred, and no litigation shall be pending or threatened, which does or, with respect to any threatened litigation, seeks to, enjoin, prohibit or restrain, the making or repayment of any Loan, the issuance, amendment, renewal, extension or repayment of any Letter of Credit or any participations therein or the consummation of the transactions contemplated by this Agreement or any other Loan Document. (e) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit in accordance with Section 2.08(b), as applicable. Each Borrowing and each issuance, amendment, renewal or extension of any a Letter of Credit shall be deemed to constitute a representation and warranty by the Parent Guarantor and the Borrower on the date thereof as to the matters specified in Section 6.02(aparagraphs (a) through and (e)b) of this Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (including the initial funding)Borrowing, and of the each Issuing Bank to issue, amend, renew or extend any Letter of CreditCredit (other than in connection with any Incremental Facilities (except to the extent set forth in Section 2.20)), is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) At The representations and warranties of each Loan Party set forth in the time Loan Documents shall be true and correct in all material respects on and as of and immediately after giving effect to the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicablethe case may be before and after giving effect to such Borrowing or issuance, no Default amendment, renewal or extension of such Letter of Credit and to the application of proceeds therefrom, as though made on and as of such date; provided that, to the extent that such representations and warranties specifically refer to an earlier date or period, they shall have occurred be true and correct in all material respects as of such earlier date or period; provided further that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be continuingtrue and correct in all respects on the date of such credit extension or on such earlier date, as the case may be (after giving effect to such qualification). (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicablethe case may be, no Material Adverse Effect Default or Event of Default shall have occurred; provided that with respect to the initial funding on the Effective Date, the condition precedent shall occurred and be that no Closing Date MAE shall have occurredcontinuing. (c) The representations and warranties Administrative Agent shall have received a notice of the Loan Parties set forth borrowing in this Agreement and in the other Loan Documents shall be true and correct on and as of the date of such accordance with Article II hereof. Each Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date; (provided that with respect to the initial funding on the Effective Date, no Loan Party will be required to make the representation contained in Section 7.04(b) and the only representations (and related Defaults) relating to the Acquisition Properties the making of which shall be a condition precedent under this Section 6.02(c) on the Effective Date shall be those representations contained in Sections 7.01, 7.02, 7.03, 7.07(a), 7.08, 7.09 and 7.23. (d) The making of such Loan conversion or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, would not conflict with, or cause any Lender or the Issuing Bank to violate or exceed, any applicable Governmental Requirement, and no Change in Law shall have occurred, and no litigation shall be pending or threatened, which does or, with respect to any threatened litigation, seeks to, enjoin, prohibit or restrain, the making or repayment of any Loan, the issuance, amendment, renewal, extension or repayment of any Letter of Credit or any participations therein or the consummation of the transactions contemplated by this Agreement or any other Loan Document. (e) The receipt by the Administrative Agent a continuation of a Borrowing Request in accordance with Section 2.03 or shall not constitute a request “Borrowing” for a Letter purposes of Credit in accordance with Section 2.08(b), as applicable. Each Borrowing this Section) and each issuance, amendment, renewal or extension of any a Letter of Credit shall be deemed to constitute a representation and warranty by the Parent Guarantor and the Borrower on the date thereof as to the matters specified in Section 6.02(aparagraphs (a) through and (e)b) of this Section.

Each Credit Event. The Except as expressly set forth in Section 2.18(a), the obligation of each Lender to make a Loan on the occasion of any Borrowing (including the initial funding)Borrowing, and of the Issuing Bank Banks to issue, amend, renew review or extend any Letter of Credit, is subject to the satisfaction of the following conditions: (a) At The representations and warranties of the time Borrower set forth in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of and immediately after giving effect to the date of such Borrowing Borrowing, or the date of issuance, amendment, renewal extension or extension increase of such Letter of Credit, as applicable, no Default except that (i) for purposes of this Section, the representations and warranties contained in Section 3.04(a) shall have occurred be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b) (subject, in the case of unaudited financial statements furnished pursuant to clause (b), to year-end audit adjustments and the absence of footnotes), respectively, of Section 5.01, (ii) to the extent that such representations and warranties specifically refer to an earlier date, they shall be continuingtrue and correct in all material respects as of such earlier date and (iii) to the extent that such representations and warranties are already qualified or modified by materiality or words of similar effect in the text thereof, they shall be true and correct in all respects. (b) At the time of and immediately after giving effect to such Borrowing Borrowing, or the issuance, amendment, renewal extension or extension increase of such a Letter of Credit, as applicable, no Material Adverse Effect Default or Event of Default shall have occurred; provided that with respect to the initial funding on the Effective Date, the condition precedent shall occurred and be that no Closing Date MAE shall have occurredcontinuing. (c) The representations Administrative Agent shall have received a Borrowing Request. (d) The Issuing Banks shall have received all documentation and warranties of the Loan Parties set forth in this Agreement and in the other Loan Documents assurances required under Section 2.20 or otherwise as shall be true and correct on and as reasonably required by it in connection therewith. (e) In the case of the date of such Borrowing any Borrowing, or the date of issuance, amendment, renewal extension or increase of a Letter of Credit occurring on or after the Amendment No. 5 Effective Date, at the time of and immediately after giving effect to such Borrowing, or issuance, amendment, extension or increase of such a Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties Liquidity shall continue to not be true and correct as of such specified earlier date; provided that with respect to the initial funding on the Effective Date, no Loan Party will be required to make the representation contained in Section 7.04(b) and the only representations (and related Defaults) relating to the Acquisition Properties the making of which shall be a condition precedent under this Section 6.02(c) on the Effective Date shall be those representations contained in Sections 7.01, 7.02, 7.03, 7.07(a), 7.08, 7.09 and 7.23less than $1,500,000,000. (d) The making of such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, would not conflict with, or cause any Lender or the Issuing Bank to violate or exceed, any applicable Governmental Requirement, and no Change in Law shall have occurred, and no litigation shall be pending or threatened, which does or, with respect to any threatened litigation, seeks to, enjoin, prohibit or restrain, the making or repayment of any Loan, the issuance, amendment, renewal, extension or repayment of any Letter of Credit or any participations therein or the consummation of the transactions contemplated by this Agreement or any other Loan Document. (e) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit in accordance with Section 2.08(b), as applicable. Each Borrowing and each issuance, amendment, renewal or extension of any Letter of Credit shall be deemed to constitute a representation and warranty by the Parent Guarantor and the Borrower on the date thereof as to the matters specified in Section 6.02(a) through (e).

Each Credit Event. The obligation of each Lender to make a Loan on any Loan, of the occasion of any Borrowing (including the initial funding), Swingline Lender to make Swingline Loans and of the Issuing Bank Lenders to issue, amend, renew or extend any Letter of CreditCredit (each of the foregoing, a “Credit Extension”), is additionally subject to the satisfaction of the following conditions: (a) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Material Adverse Effect shall have occurred; provided that with respect to the initial funding on the Effective Date, the condition precedent shall be that no Closing Date MAE shall have occurred. (c) The representations and warranties of the Loan Parties ODEC set forth in this Agreement and in the other Loan Documents shall be true and correct on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier datein all respects (or, in which casecase of any representation or warranty that is not qualified by a Material Adverse Effect qualifier, in all material respects), on and as of the date of such Borrowing or the date of issuanceapplicable Credit Extension, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date; provided that with respect to the initial funding except (A) other than on the Effective Date, no Loan Party will be required to make the representation contained representations and warranties set forth in Section 7.04(b3.04(b), 3.06, 3.07 and 3.12, or (B) any such representations or warranties that, by their terms, refer to a specific date (including by reference to “as of the date hereof) other than the date of such Credit Extension, in which case such representation and the only representations (and related Defaults) relating to the Acquisition Properties the making of which warranty shall be a condition precedent under this Section 6.02(c) on the Effective Date shall be those representations contained in Sections 7.01, 7.02, 7.03, 7.07(a), 7.08, 7.09 and 7.23.made as of such specific date; (db) The making no Default or Event of such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, would not conflict withDefault has occurred and is continuing, or cause any Lender would result from such Credit Extension or from the Issuing Bank to violate or exceed, any applicable Governmental Requirement, and no Change in Law shall have occurred, and no litigation shall be pending or threatened, which does or, with respect to any threatened litigation, seeks to, enjoin, prohibit or restrain, the making or repayment of any Loan, the issuance, amendment, renewal, extension or repayment of any Letter of Credit or any participations therein or the consummation application of the transactions contemplated by this Agreement or any other Loan Document. (e) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit in accordance with Section 2.08(b), as applicable. Each Borrowing proceeds therefrom; and each issuance, amendment, renewal or extension of any Letter of Credit Extension shall be deemed to constitute a representation and warranty by the Parent Guarantor and the Borrower ODEC on the date thereof as to the matters specified in this clause (b); and (c) the Administrative Agent shall have received, as applicable, a Borrowing Request relating to the requested Borrowing in accordance with Section 6.02(a2.03(b) through (eor, one or more Issuance Notices with respect to any requested Letter of Credit in accordance with Section 2.04(b).

Each Credit Event. The obligation of each Lender to make a Revolving Loan on the occasion of any Borrowing (including the initial funding)Borrowing, and of the Issuing Bank Banks to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions: (a) At The representations and warranties of the time Borrowers set forth in this Agreement (other than those set forth in Sections 3.04(b), 3.04(c), 3.05 and 3.14) shall be true and correct on and as of and immediately after giving effect to the date of such Borrowing or the date of such issuance, amendment, renewal or extension of such a Letter of Credit, as applicable, no Default shall have occurred and be continuing. (b) At the time of and immediately after giving effect to such Borrowing or the such issuance, amendment, renewal or extension of such a Letter of Credit, as applicable, no Material Adverse Effect Default shall have occurred; provided that with respect to the initial funding on the Effective Date, the condition precedent shall occurred and be that no Closing Date MAE shall have occurredcontinuing. (c) The representations With respect to each requesting Borrower that is a Foreign Subsidiary, each Lender shall have submitted the completed and warranties executed documentation and had accepted by the relevant Governmental Authority such documentation necessary for it be exempt from, or eligible for a reduction in, withholding tax under the laws of the Loan Parties set forth in this Agreement and in the other Loan Documents shall be true and correct on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, jurisdiction in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date; provided that with respect to the initial funding on the Effective Date, no Loan Party will be required to make the representation contained in Section 7.04(b) and the only representations (and related Defaults) relating to the Acquisition Properties the making of which shall be a condition precedent under this Section 6.02(c) on the Effective Date shall be those representations contained in Sections 7.01, 7.02, 7.03, 7.07(a), 7.08, 7.09 and 7.23. (d) The making of such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, would not conflict with, or cause any Lender or the Issuing Bank to violate or exceed, any applicable Governmental Requirement, and no Change in Law shall have occurred, and no litigation shall be pending or threatened, which does or, with respect to any threatened litigation, seeks to, enjoin, prohibit or restrain, the making or repayment of any Loan, the issuance, amendment, renewal, extension or repayment of any Letter of Credit or any participations therein or the consummation of the transactions contemplated by this Agreement or any other Loan Document. (e) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit in accordance with Section 2.08(b), as applicableBorrower is located. Each Borrowing and each issuance, amendment, renewal or extension of any a Letter of Credit shall be deemed to constitute a representation and warranty by the Parent Guarantor and the Borrower Borrowers on the date thereof as to the matters specified in Section 6.02(aparagraphs (a) through and (e)b) of this Section. Each Lender agrees, at the request of any Borrower, to promptly complete and execute all documentation specified in paragraph (c) of this Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (including the initial funding)Borrowing, and of the any Issuing Bank to issue, amend, renew or extend any Letter of Credit (excluding the deemed issuance of any Existing Letter of Credit), is subject to the satisfaction of the following conditions: (a) At The representations and warranties of the time Obligors set forth in the Loan Documents shall be true and correct in all material respects with the same effect as though made on and as of and immediately after giving effect to the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicableapplicable (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date, no Default and that any representation or warranty which is subject to any materiality qualifier shall have occurred be required to be true and be continuingcorrect in all respects). (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, (i) no Material Adverse Effect Default shall have occurred; provided that with respect to the initial funding on the Effective Date, the condition precedent occurred and be continuing and (ii) no Protective Advance shall be that no Closing Date MAE shall have occurredoutstanding. (c) The representations and warranties of the Loan Parties set forth in this Agreement and in the other Loan Documents shall be true and correct on and as of the date of such After giving effect to any Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date; provided that with respect to the initial funding on the Effective Date, no Loan Party will be required to make the representation contained in Section 7.04(b) and the only representations (and related Defaults) relating to the Acquisition Properties the making of which shall be a condition precedent under this Section 6.02(c) on the Effective Date shall be those representations contained in Sections 7.01, 7.02, 7.03, 7.07(a), 7.08, 7.09 and 7.23. (d) The making of such Loan or the issuance, amendment, renewal or extension of such any Letter of Credit, as applicable, would Availability shall not conflict with, or cause any Lender or the Issuing Bank to violate or exceed, any applicable Governmental Requirement, and no Change in Law shall have occurred, and no litigation shall be pending or threatened, which does or, with respect to any threatened litigation, seeks to, enjoin, prohibit or restrain, the making or repayment of any Loan, the issuance, amendment, renewal, extension or repayment of any Letter of Credit or any participations therein or the consummation of the transactions contemplated by this Agreement or any other Loan Document. (e) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit in accordance with Section 2.08(b), as applicableless than zero. Each Borrowing and each issuance, amendment, renewal or extension of any a Letter of Credit shall be deemed to constitute a representation and warranty by the Parent Guarantor and the Borrower Borrowers on the date thereof as to the matters specified in Section 6.02(aparagraphs (a), (b) through and (e)c) of this Section. Notwithstanding the failure to satisfy the conditions precedent set forth in paragraphs (a) or (b) of this Section, unless otherwise directed by the Required Lenders, the Administrative Agent may, but shall have no obligation to, continue to make Loans and an Issuing Bank may, but shall have no obligation to, issue, amend, renew or extend, or cause to be issued, amended, renewed or extended, any Letter of Credit for the ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or issuing, amending, renewing or extending, or causing the issuance, amendment, renewal or extension of, any such Letter of Credit is in the best interests of the Lenders.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (including the initial funding)Borrowing, and of the Issuing Bank Banks to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions: (a) At The representations and warranties of the time Borrower set forth in this Agreement shall be true and correct in all material respects (or in all respects if such representation is qualified by materiality or Material Adverse Effect) on and as of and immediately after giving effect to the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default except that (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have occurred been true and correct in all material respects (or in all respects if such representation is qualified by materiality or Material Adverse Effect) as of such earlier date, and (ii) the representations and warranties set forth in Section 3.04(c) and 3.05 shall be continuingrequired to be true and correct in all material respects (or in all respects if such representation is qualified by materiality or Material Adverse Effect) only on the occasion of any Borrowing or issuance, amendment, renewal or extension of any Letter of Credit which has the effect of increasing the outstanding principal amount of the obligations hereunder. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Material Adverse Effect Default or Event of Default shall have occurred; provided that with respect to the initial funding on the Effective Date, the condition precedent shall occurred and be that no Closing Date MAE shall have occurred. (c) The representations and warranties of the Loan Parties set forth in this Agreement and in the other Loan Documents shall be true and correct on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date; provided that with respect to the initial funding on the Effective Date, no Loan Party will be required to make the representation contained in Section 7.04(b) and the only representations (and related Defaults) relating to the Acquisition Properties the making of which shall be a condition precedent under this Section 6.02(c) on the Effective Date shall be those representations contained in Sections 7.01, 7.02, 7.03, 7.07(a), 7.08, 7.09 and 7.23. (d) The making of such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, would not conflict with, or cause any Lender or the Issuing Bank to violate or exceed, any applicable Governmental Requirement, and no Change in Law shall have occurred, and no litigation shall be pending or threatened, which does or, with respect to any threatened litigation, seeks to, enjoin, prohibit or restrain, the making or repayment of any Loan, the issuance, amendment, renewal, extension or repayment of any Letter of Credit or any participations therein or the consummation of the transactions contemplated by this Agreement or any other Loan Document. (e) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit in accordance with Section 2.08(b), as applicablecontinuing. Each Borrowing and each issuance, amendment, renewal or extension of any a Letter of Credit shall be deemed to constitute a representation and warranty by the Parent Guarantor and the Borrower on the date thereof as to the matters specified in Section 6.02(aparagraphs (a) through and (e)b) of this Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (including the initial funding), other than a Borrowing consisting solely of a conversion of Loans of one Type to another Type) and of the Issuing Bank Banks to issue, amend, renew or extend any Letter issue Letters of Credit, and the effectiveness of any New Revolving Loan Commitment pursuant to Section 2.23, is subject to the satisfaction satisfaction, or waiver in accordance with Section 11.02, of the following conditions: (a) At except in the case of the effectiveness of any New Revolving Loan Commitment pursuant to Section 2.23, the Administrative Agent (and in the case of an issuance of a Letter of Credit, the applicable Issuing Bank) shall have received a fully executed and delivered Funding Notice or Issuance Notice, as the case may be; (b) the representations and warranties of the Obligors and their respective Subsidiaries, set forth in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date of such Credit Event; provided that (i) to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects on and as of such earlier date and (ii) in each case such materiality qualifier shall not be applicable to any representations and warranties that are already qualified by materiality in the text thereof; (c) at the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicableCredit Event, no Default or Event of Default shall have occurred and be continuing.; (bd) At on or before the date of issuance of any Letter of Credit, the Administrative Agent and the applicable Issuing Banks shall have received all other information required by the applicable Issuance Notice and Application; (e) at the time of and immediately after giving effect to such Borrowing or Credit Event and the issuanceapplication of the proceeds thereof, amendment, renewal or extension the Borrower reasonably believes that it will be in compliance with Section 7.01 as of such Letter of Credit, as applicable, no Material Adverse Effect shall have occurredthe next measurement date; provided that and (f) solely with respect to the initial funding on the Effective Date, the condition precedent shall be that no Closing Date MAE shall have occurred. (c) The representations and warranties of the Loan Parties set forth in this Agreement and in the other Loan Documents shall be true and correct on and as of the date of such first Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date; provided that with respect to the initial funding on the Effective Date, no Loan Party will be required to make the representation contained in Section 7.04(b) and the only representations (and related Defaults) relating to the Acquisition Properties the making of which shall be a condition precedent under this Section 6.02(c) on the Effective Date shall be those representations contained in Sections 7.01, 7.02, 7.03, 7.07(a), 7.08, 7.09 and 7.23. (d) The making of such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, would not conflict with, or cause any Lender or the Issuing Bank to violate or exceed, any applicable Governmental Requirement, and no Change in Law shall have occurred, and no litigation shall be pending or threatened, which does or, with respect to any threatened litigation, seeks to, enjoin, prohibit or restrain, the making or repayment of any Loan, the issuance, amendment, renewal, extension or repayment issuance of any Letter of Credit or any participations therein or the consummation of the transactions contemplated by this Agreement or any other Loan Document. (e) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit in accordance with Section 2.08(bwhichever is first), as applicablethe Secured Notes due 2025 shall have been redeemed in full and related Lien released. Each Borrowing and each issuance, amendment, renewal or extension of any Letter of Credit Event shall be deemed to constitute a representation and warranty by the Parent Guarantor Borrower that the conditions specified in paragraphs (b), (c) and the Borrower on (e) of this Section 4.02 have been satisfied as of the date thereof as to the matters specified in Section 6.02(a) through (e)thereof.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (including the initial funding), and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) At The representations and warranties of each Loan Party set forth in the time Loan Documents shall be true and correct in all material respects on and as of and immediately after giving effect to the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicableapplicable (unless a representation or warranty is made as of a specific date, no Default in which case such representation or warranty shall have occurred remain true and be continuingcorrect as of such specified date). (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing. (c) No indictment of, or institution of any legal process or proceeding against, the Company or any Loan Party, under any federal, state, municipal, and other civil or criminal statute, rule, regulation, order, or other requirement having the force of law, which is reasonably likely to have a Material Adverse Effect shall have occurred; provided that with respect to the initial funding on the Effective Date, the condition precedent shall be that no Closing Date MAE shall have occurred. (c) The representations and warranties of the Loan Parties set forth in this Agreement and in the other Loan Documents shall be true and correct on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date; provided that with respect to the initial funding on the Effective Date, no Loan Party will be required to make the representation contained in Section 7.04(b) and the only representations (and related Defaults) relating to the Acquisition Properties the making of which shall be a condition precedent under this Section 6.02(c) on the Effective Date shall be those representations contained in Sections 7.01, 7.02, 7.03, 7.07(a), 7.08, 7.09 and 7.23. (d) The making of such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, would not conflict with, or cause any Lender or the Issuing Bank to violate or exceed, any applicable Governmental Requirement, and no Change in Law shall have occurred, and no litigation shall be pending or threatened, which does or, with respect to any threatened litigation, seeks to, enjoin, prohibit or restrain, the making or repayment of any Loan, the issuance, amendment, renewal, extension or repayment of any Letter of Credit or any participations therein or the consummation Each of the transactions contemplated by this Agreement or any other Loan Document. (e) The receipt by the Administrative Agent of a Borrowing Request Borrowers, in accordance connection with Section 2.03 or a request for a Letter of Credit in accordance with Section 2.08(b)each Borrowing, as applicable. Each Borrowing and each issuance, amendment, renewal or extension of any a Letter of Credit shall be deemed to constitute a representation have represented and warranty by the Parent Guarantor and the Borrower warranted on the date thereof as that the conditions specified in paragraphs (a) and (b) of this Section 4.02 have been satisfied at that time and that after giving effect to such extension of credit the Borrowers shall continue to be in compliance with the Tranche A Borrowing Base and the Tranche A-1 Borrowing Base. The conditions set forth in this Section 4.02 are for the sole benefit of the Administrative Agent, the Issuing Bank and the Lenders and may be waived by the Administrative Agent, in whole or in part, without prejudice to the matters specified in Section 6.02(a) through (e)rights of the Administrative Agent, the Issuing Bank or any Lender.

Each Credit Event. The obligation of each Lender to make a any Loan on (other than the occasion of any Borrowing (including 2021 Incremental Loans, the initial fundingconditions to funding thereof shall be set forth solely in the 2021 Incremental Amendment), and of the Issuing Bank Banks to issue, amend, renew issue or extend increase the face amount of any Letter of Credit, is subject to the satisfaction of the following conditions: (a) The representations and warranties of Holdings and the Borrower set forth in this Agreement shall be true and correct in all material respects on and as of the date of such Loan or the date of issuance or increase of such Letter of Credit, as applicable, except that (i) to the extent that such representations and warranties specifically refer to an earlier date, such representations and warranties shall be true and correct in all material respects as of such earlier date, (ii) any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects. (b) At the time of and immediately after giving effect to such Borrowing Loan or the issuance, amendment, renewal issuance or extension increase of such Letter of Credit, as applicable, no Default shall have occurred and be continuingcontinuing on such date. (bc) At the time of and immediately after giving effect to such The Borrower shall have delivered a completed Borrowing Request or the issuance, amendment, renewal or extension of such application for a Letter of Credit, as applicable, no Material Adverse Effect shall have occurred; provided that with respect to the initial funding on the Effective Date, the condition precedent shall be that no Closing Date MAE shall have occurred. (c) The representations and warranties of the Loan Parties set forth in this Agreement and in the other Loan Documents shall be true and correct on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date; provided that with respect to the initial funding on the Effective Date, no Loan Party will be required to make the representation contained in Section 7.04(b) and the only representations (and related Defaults) relating to the Acquisition Properties the making of which shall be a condition precedent under this Section 6.02(c) on the Effective Date shall be those representations contained in Sections 7.01, 7.02, 7.03, 7.07(a), 7.08, 7.09 and 7.23. (d) The making of such Loan or In the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, would not conflict with, or cause any Lender or the Issuing Bank to violate or exceed, any applicable Governmental Requirement, and no Change in Law shall have occurred, and no litigation shall be pending or threatened, which does or, with respect to any threatened litigation, seeks to, enjoin, prohibit or restrain, the making or repayment of any Loan, the issuance, amendment, renewal, extension or repayment of any Letter of Credit or any participations therein or the consummation of the transactions contemplated by this Agreement or any other Loan Document. (e) The receipt by the Administrative Agent case of a Borrowing Request to be denominated in accordance with Section 2.03 or a request for a Letter of Credit in accordance with Section 2.08(b)an Alternative Currency, as applicablesuch currency remains an Eligible Currency. Each Borrowing Loan and each issuance, amendment, renewal issuance or extension increase of any a Letter of Credit shall be deemed to constitute a representation and warranty by the Parent Guarantor and the Borrower on the date thereof as to the matters specified in clauses (a) and (b) of this Section 6.02(a) through (e)4.02.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (including the initial funding)Borrowing, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions: (a) At Subject to Sections 1.04 and 2.20(e), the representations and warranties of Parent and the Borrowers set forth in this Agreement shall be true and correct in all material respects (other than to the extent qualified by materiality or “Material Adverse Effect”, in which case, such representations and warranties shall be true and correct) on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except in the case of any such representation and warranty that expressly relates to an earlier date, in which case such representation and warranty shall be true and correct in all material respects, other than to the extent qualified by materiality or “Material Adverse Effect”, in which case such representation and warranty shall be true and correct on and as of such earlier date. (b) Subject to Sections 1.04 and 2.20(e), at the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Material Adverse Effect shall have occurred; provided that with respect to the initial funding on the Effective Date, the condition precedent shall be that no Closing Date MAE shall have occurred. (c) The representations and warranties of the Loan Parties set forth in this Agreement and in the other Loan Documents shall be true and correct on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date; provided that with respect to the initial funding on the Effective Date, no Loan Party will be required to make the representation contained in Section 7.04(b) and the only representations (and related Defaults) relating to the Acquisition Properties the making of which shall be a condition precedent under this Section 6.02(c) on the Effective Date shall be those representations contained in Sections 7.01, 7.02, 7.03, 7.07(a), 7.08, 7.09 and 7.23. (d) The making of such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, would not conflict with, or cause any Lender or the Issuing Bank to violate or exceed, any applicable Governmental Requirement, and no Change in Law shall have occurred, and no litigation shall be pending or threatened, which does or, with respect to any threatened litigation, seeks to, enjoin, prohibit or restrain, the making or repayment of any Loan, the issuance, amendment, renewal, extension or repayment of any Letter of Credit or any participations therein or the consummation of the transactions contemplated by this Agreement or any other Loan Document. (e) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit in accordance with Section 2.08(b), as applicable. Each Borrowing and each issuance, amendment, renewal or extension of any a Letter of Credit shall be deemed to constitute a representation and warranty by the Parent Guarantor and the Borrower Borrowers on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section 6.02(a) through (e)4.02.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (including the initial funding)Borrowing, and of the Issuing Bank Lender and the Euro Issuing Lender to issue, amend, renew or extend any Letter of Credit or Euro Letter of Credit, is subject to the satisfaction of the following conditions: (a) The representations and warranties of each Obligor set forth in this Agreement or any other Loan Document shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit or Euro Letter of Credit, as applicable; provided, that to the extent any such representation and warranty was made as of a specific date, such representation and warranty shall be true and correct in all material respects as of such specific date. (b) No Material Adverse Effect shall have occurred since the date of the most recent Borrowing. (c) The Administrative Agents shall have received a request for a Borrowing as required by Section 2.03 or the Issuing Lender and the Administrative Agent or the Euro Issuing Lender and the Euro Administrative Agent, as applicable, shall have received a request for the issuance of a Letter of Credit or a Euro Letter of Credit, as applicable, as required by Section 2.05(b) or Section 2.06(b), as applicable. (d) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. (b) At the time of and immediately after giving effect to such Borrowing Credit or the issuance, amendment, renewal or extension of such Euro Letter of Credit, as applicable, no Material Adverse Effect Default or Event of Default shall have occurred; provided that with respect to the initial funding on the Effective Date, the condition precedent shall occurred and be that no Closing Date MAE shall have occurred. (c) The representations and warranties of the Loan Parties set forth in this Agreement and in the other Loan Documents shall be true and correct on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date; provided that with respect to the initial funding on the Effective Date, no Loan Party will be required to make the representation contained in Section 7.04(b) and the only representations (and related Defaults) relating to the Acquisition Properties the making of which shall be a condition precedent under this Section 6.02(c) on the Effective Date shall be those representations contained in Sections 7.01, 7.02, 7.03, 7.07(a), 7.08, 7.09 and 7.23. (d) The making of such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, would not conflict with, or cause any Lender or the Issuing Bank to violate or exceed, any applicable Governmental Requirement, and no Change in Law shall have occurred, and no litigation shall be pending or threatened, which does or, with respect to any threatened litigation, seeks to, enjoin, prohibit or restrain, the making or repayment of any Loan, the issuance, amendment, renewal, extension or repayment of any Letter of Credit or any participations therein or the consummation of the transactions contemplated by this Agreement or any other Loan Document. (e) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit in accordance with Section 2.08(b), as applicablecontinuing. Each Borrowing and each issuance, amendment, renewal or extension of any a Letter of Credit or Euro Letter of Credit shall be deemed to constitute a representation and warranty by the Parent Guarantor and the Borrower relevant Obligors on the date thereof as to the matters specified in paragraphs (a) and (c) of this Section 6.02(a) through (e)4.02.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (including the initial funding)Borrowing, and of the Issuing Bank to issue, amend, renew review or extend any Letter of Credit, is subject to the satisfaction of the following conditions: (a) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Material Adverse Effect shall have occurred; provided that with respect to the initial funding on the Effective Date, the condition precedent shall be that no Closing Date MAE shall have occurred. (c) The representations and warranties of the Loan Parties Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing Borrowing, or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except that (i) for purposes of this Section, the representations and warranties contained in Section 3.04(a) shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b) (subject, in the case of unaudited financial statements furnished pursuant to clause (b), to year-end audit adjustments and the absence of footnotes), respectively, of Section 5.01, (ii) to the extent any that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date and (iii) to the extent that such representations and warranties are expressly limited already qualified or modified by materiality in the text thereof, they shall be true and correct in all respects. (b) At the time of and immediately after giving effect to an earlier datesuch Borrowing, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such a Letter of Credit, as applicable, no Default shall have occurred and be continuing. (c) The Administrative Agent shall have received a Borrowing Request and such representations other documentation and warranties shall continue to be true and correct assurances as of such specified earlier date; provided that with respect to the initial funding on the Effective Date, no Loan Party will be required to make the representation contained in Section 7.04(b) and the only representations (and related Defaults) relating to the Acquisition Properties the making of which shall be a condition precedent under this Section 6.02(c) on the Effective Date shall be those representations contained reasonably required by it in Sections 7.01, 7.02, 7.03, 7.07(a), 7.08, 7.09 and 7.23connection therewith. (d) The making of such Loan Issuing Bank shall have received all documentation and assurances required under Section 2.20 or the otherwise as shall be reasonably required by it in connection therewith. Each Borrowing or issuance, amendment, renewal or extension of such a Letter of Credit, as applicable, would not conflict with, or cause any Lender or the Issuing Bank to violate or exceed, any applicable Governmental Requirement, and no Change in Law shall have occurred, and no litigation shall be pending or threatened, which does or, with respect to any threatened litigation, seeks to, enjoin, prohibit or restrain, the making or repayment of any Loan, the issuance, amendment, renewal, extension or repayment of any Letter of Credit or any participations therein or the consummation of the transactions contemplated by this Agreement or any other Loan Document. (e) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit in accordance with Section 2.08(b), as applicable. Each Borrowing and each issuance, amendment, renewal or extension of any Letter of Credit shall be deemed to constitute a representation and warranty by the Parent Guarantor Borrower that the conditions specified in paragraphs (a) and the Borrower on (b) of this Section 4.02 have been satisfied as of the date thereof as to the matters specified in Section 6.02(a) through (e)thereof.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (including the initial funding)Borrowing, and of the Issuing Bank to issue, amend, renew amend or extend any Letter of Credit, is subject to the satisfaction of the following conditions: (a) At The representations and warranties of the time Loan Parties set forth in the Loan Documents shall be true and correct in all material respects with the same effect as though made on and as of and immediately after giving effect to the date of such Borrowing or the date of issuance, amendment, renewal amendment or extension of such Letter of Credit, as applicableapplicable (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date, no Default and that any representation or warranty which is subject to any materiality qualifier shall have occurred be required to be true and be continuingcorrect in all respects). (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal amendment or extension of such Letter of Credit, as applicable, (i) no Material Adverse Effect Default or Event of Default shall have occurred; provided that with respect to the initial funding on the Effective Date, the condition precedent occurred and be continuing and (ii) no Protective Advance shall be that no Closing Date MAE shall have occurredoutstanding. (c) The representations and warranties of the Loan Parties set forth in this Agreement and in the other Loan Documents shall be true and correct on and as of the date of such After giving effect to any Borrowing or the date of issuance, amendment, renewal amendment or extension of such any Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties Availability shall continue to not be true and correct as of such specified earlier date; provided that with respect to the initial funding on the Effective Date, no Loan Party will be required to make the representation contained in Section 7.04(b) and the only representations (and related Defaults) relating to the Acquisition Properties the making of which shall be a condition precedent under this Section 6.02(c) on the Effective Date shall be those representations contained in Sections 7.01, 7.02, 7.03, 7.07(a), 7.08, 7.09 and 7.23less than zero. (d) The making of such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, would not conflict with, or cause any Lender or the Issuing Bank to violate or exceed, any applicable Governmental Requirement, No event shall have occurred and no Change in Law condition shall exist which has or could be reasonably expected to have occurred, and no litigation shall be pending or threatened, which does or, with respect to any threatened litigation, seeks to, enjoin, prohibit or restrain, the making or repayment of any Loan, the issuance, amendment, renewal, extension or repayment of any Letter of Credit or any participations therein or the consummation of the transactions contemplated by this Agreement or any other Loan Document. (e) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit in accordance with Section 2.08(b), as applicableMaterial Adverse Effect. Each Borrowing and each issuance, amendment, renewal amendment or extension of any a Letter of Credit shall be deemed to constitute a representation and warranty by the Parent Guarantor and the Borrower Borrowers on the date thereof as to the matters specified in Section 6.02(aparagraphs (a), (b), (c) through and (e)d) of this Section. Notwithstanding the failure to satisfy the conditions precedent set forth in paragraphs (a) or (b) of this Section, unless otherwise directed by the Required Lenders, the Administrative Agent may, but shall have no obligation to, continue to make Loans and an Issuing Bank may, but shall have no obligation to, issue, amend or extend, or cause to be issued, amended or extended, any Letter of Credit for the ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or issuing, amending or extending, or causing the issuance, amendment or extension of, any such Letter of Credit is in the best interests of the Lenders.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (including the initial funding)Borrowing, and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions: (a) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Material Adverse Effect shall have occurred; provided that with respect to the initial funding on the Effective Date, the condition precedent shall be that no Closing Date MAE shall have occurred. (c) The representations and warranties of the each Loan Parties Party set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicablethe case may be; provided, except however, that to the extent any that such representations and warranties are expressly limited specifically refer to an earlier date, they shall be true and correct in which case, on and all material respects as of such earlier date and any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on the date of such Borrowing credit extension or the date of issuance, amendment, renewal or extension of on such Letter of Creditearlier date, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date; provided that with respect to the initial funding on the Effective Date, no Loan Party will be required to make the representation contained in Section 7.04(b) and the only representations (and related Defaults) relating to the Acquisition Properties the making of which shall be a condition precedent under this Section 6.02(c) on the Effective Date shall be those representations contained in Sections 7.01, 7.02, 7.03, 7.07(a), 7.08, 7.09 and 7.23case may be. (db) The making At the time of and immediately after giving effect to such Loan Borrowing and the use of proceeds thereof or the issuance, amendment, renewal or extension of such Letter of Credit, as applicablethe case may be, would not conflict with, no Default or cause any Lender or the Issuing Bank to violate or exceed, any applicable Governmental Requirement, and no Change in Law Event of Default shall have occurred, occurred and no litigation shall be pending or threatened, which does or, with respect to any threatened litigation, seeks to, enjoin, prohibit or restrain, the making or repayment of any Loan, the issuance, amendment, renewal, extension or repayment of any Letter of Credit or any participations therein or the consummation of the transactions contemplated by this Agreement or any other Loan Documentcontinuing. (ec) [Reserved.] (d) The receipt by the Administrative Agent of and, if applicable, the relevant Issuing Bank, shall have received a Borrowing Request in accordance with Section 2.03 or a request for notice requesting the issuance of a Letter of Credit (or the amendment, renewal or replacement thereof) in accordance with the requirements of Section 2.08(b2.03, Section 2.04(b) or Section 2.05(b), as applicable. Each Borrowing (provided that a conversion or a continuation of a Borrowing shall not constitute a “Borrowing” for purposes of this Section) and each issuance, amendment, renewal or extension of any a Letter of Credit (other than any Borrowing or issuance of Letter of Credit on the Closing Date) shall be deemed to constitute a representation and warranty by the Parent Guarantor Holdings and the Borrower on the date thereof as to the accuracy of the matters specified in paragraphs (a) and (b) of this Section 6.02(a) through (e)4.02.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (including the initial funding)Borrowing, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article V, in each other Loan Document, and in any document furnished in connection with such Borrowing or Letter of Credit issuance, amendment, renewal or extension shall be true and correct in all material respects (other than in respect of representations and warranties that are subject to a Material Adverse Effect qualifier, in which case such representations and warranties will be true and correct) on and as of the date of such Borrowing or Letter of Credit issuance, amendment, renewal or extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (other than in respect of representations and warranties that are subject to a Material Adverse Effect qualifier, in which case such representations and warranties will be true and correct) as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in Sections 3.05(a)(i) and (ii) and the first sentence of 3.05(b) shall be deemed to refer to the most recent statements furnished pursuant to Sections 5.01(a) and (b), respectively. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Material Adverse Effect shall have occurred; provided that with respect to the initial funding on the Effective Date, the condition precedent shall be that no Closing Date MAE shall have occurred. (c) The representations and warranties of the Loan Parties set forth in this Agreement and in the other Loan Documents shall be true and correct on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date; provided that with respect to the initial funding on the Effective Date, no Loan Party will be required to make the representation contained in Section 7.04(b) and the only representations (and related Defaults) relating to the Acquisition Properties the making of which shall be a condition precedent under this Section 6.02(c) on the Effective Date shall be those representations contained in Sections 7.01, 7.02, 7.03, 7.07(a), 7.08, 7.09 and 7.23. (d) The making of such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, would not conflict with, or cause any Lender or the Issuing Bank to violate or exceed, any applicable Governmental Requirement, and no Change in Law shall have occurred, and no litigation shall be pending or threatened, which does or, with respect to any threatened litigation, seeks to, enjoin, prohibit or restrain, the making or repayment of any Loan, the issuance, amendment, renewal, extension or repayment of any Letter of Credit or any participations therein or the consummation of the transactions contemplated by this Agreement or any other Loan Document. (e) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit in accordance with Section 2.08(b), as applicable. Each Borrowing and each issuance, amendment, renewal or extension of any a Letter of Credit shall be deemed to constitute a representation and warranty by the Parent Guarantor and the Borrower on the date thereof as to the matters specified in Section 6.02(aparagraphs (a) through and (e)b) of this Section.