Common use of Each Credit Extension Clause in Contracts

Each Credit Extension. The obligation of each Lender and each Issuing Bank to make any Credit Extension on any Credit Date, including the Closing Date, is subject to the satisfaction (or waiver in accordance with Section 10.5) of the following conditions precedent (it being understood and agreed that, in the case of any Term Loans the proceeds of which are intended to be applied to finance a Limited Conditionality Transaction, the conditions precedent set forth in clauses (b) and (c) below may be satisfied as of the applicable LCT Test Date in accordance with Section 1.5): (a) the Administrative Agent and, in the case of any issuance, amendment or extension (other than an automatic extension permitted under Section 2.3(a)) of any Letter of Credit, the applicable Issuing Bank shall have received a fully completed and executed Funding Notice or Issuance Notice, as the case may be; (b) the representations and warranties of each Credit Party set forth in the Credit Documents shall be true and correct (i) in the case of the representations and warranties qualified or modified as to materiality in the text thereof, in all respects and (ii) otherwise, in all material respects, in each case on and as of such Credit Date, 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 so true and correct on and as of such earlier date; and (c) at the time of and immediately after giving effect to such Credit Extension, no Default or Event of Default shall have occurred and be continuing or would result therefrom. On the date of any Credit Extension, the Borrower shall be deemed to have represented and warranted that the conditions specified in Sections 3.2(b) and 3.2(c) have been satisfied and that, after giving effect to such Credit Extension, the Total Utilization of Revolving Commitments (or any component thereof) shall not exceed the maximum amount thereof (or the maximum amount of any such component) specified in Section 2.2(a) or 2.3(a).

Each Credit Extension. The obligation Lenders shall not (except as otherwise set forth in Section 2.4(d) with respect to Revolving Loans for the purpose of each Lender and each Issuing Bank repaying Swing Line Loans or with respect to advances made for any Reimbursement Obligations for draws under a Facility LC) be required to make any Credit Extension unless on any Credit Date, including the Closing Date, is subject to the satisfaction (or waiver in accordance with Section 10.5) of the following conditions precedent (it being understood and agreed that, in the case of any Term Loans the proceeds of which are intended to be applied to finance a Limited Conditionality Transaction, the conditions precedent set forth in clauses (b) and (c) below may be satisfied as of the applicable LCT Test Date in accordance with Section 1.5):Borrowing Date: (a) the Administrative Agent andThere exists no Default or Event of Default, in the case nor would a Default or Event of any issuance, amendment or extension (other than an automatic extension permitted under Section 2.3(a)) of any Letter of Credit, the applicable Issuing Bank shall have received a fully completed and executed Funding Notice or Issuance Notice, as the case may be;Default result from such Credit Extension. (b) the The representations and warranties of each Credit Party set forth contained in the Credit Documents shall be Article V are (x) with respect to any representations or warranties that contain a materiality qualifier, true and correct (i) in the case of the representations and warranties qualified or modified as to materiality in the text thereof, in all respects and (ii) otherwise, in all material respects, in each case on and as of such Credit Borrowing Date, except in to the case of extent any such representation and or warranty that expressly relates is stated to relate solely to an earlier date, in which case such representation and or warranty shall be so have been true and correct in all respects on and as of such earlier date and (y) with respect to any representations or warranties that do not contain a materiality qualifier, true and correct in all material respects as of such Borrowing Date, 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 been true and correct in all material respects on and as of such earlier date; and (c) at . Each Borrowing Notice or Swing Line Borrowing Notice, as the time case may be, or request for issuance of and immediately after giving effect a Facility LC with respect to each such Credit Extension, no Default or Event of Default Extension shall have occurred constitute a representation and be continuing or would result therefrom. On the date of any Credit Extension, warranty by the Borrower shall be deemed to have represented and warranted that the conditions specified contained in Sections 3.2(b4.2(a) and 3.2(c(b) have been satisfied and that, after giving effect to such Credit Extension, the Total Utilization of Revolving Commitments (or any component thereof) shall not exceed the maximum amount thereof (or the maximum amount of any such component) specified in Section 2.2(a) or 2.3(a)satisfied.

Each Credit Extension. The obligation of each Lender and each Issuing Bank to make any Credit Extension on any Credit Date, including each installment of the Closing Date, Term Loan is subject to the satisfaction (or waiver in accordance with Section 10.510.05) of the following conditions precedent (it being understood and agreed that, in the case of any Term Loans the proceeds of which are intended to be applied to finance a Limited Conditionality Transaction, the conditions precedent set forth in clauses (b) and (c) below may be satisfied as of the applicable LCT Test Date in accordance with Section 1.5):conditions: (a) the Administrative Agent and, conditions precedent to effectiveness set forth in the case of any issuance, amendment or extension (other than an automatic extension permitted under Section 2.3(a)) of any Letter of Credit, the applicable Issuing Bank 3.02 shall have received a fully completed been satisfied (or waived in accordance with Section 10.05) and executed Funding Notice or Issuance Notice, as the case may beEffective Date shall have occurred; (b) receipt by the representations and warranties Administrative Agent of each Credit Party set forth in the Credit Documents shall be true and correct (i) in the case a Notice of the representations and warranties qualified or modified Borrowing as to materiality in the text thereof, in all respects and (ii) otherwise, in all material respects, in each case on and as of such Credit Date, 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 so true and correct on and as of such earlier date; andrequired by Section 2.05(a); (c) at immediately before and after such installment of the time of and immediately after giving effect to such Credit ExtensionTerm Loan is borrowed, no Default or Event of Default shall have occurred and be continuing continuing; (d) the representations and warranties (other than, except with respect to an extension of credit on the Effective Date or would result therefrom. On the IPO Effective Date, the representations and warranties in Sections 4.04 and 4.05 (in the case of Section 4.05, as to matters that have been disclosed in writing to the Administrative Agent)) of the Company contained in this Agreement shall be true and correct in all material respects on and as of the date such installment of the Term Loan is borrowed (except that such representations and warranties which are qualified by materiality or Material Adverse Effect shall be true and correct in all respects) (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); and (e) receipt by the Administrative Agent of evidence as to payment of all fees or other amounts required to be paid in connection with the borrowing of such installment of the Term Loan, including, without limitation, amounts set forth in the Fee Letters, on or prior to the date of any Credit Extension, such borrowing. The making of each installment of the Borrower Term Loan hereunder shall be deemed to have represented be a representation and warranted that warranty by the Company on the date of such borrowing as to the satisfaction of the conditions specified in Sections 3.2(bclauses (a), (c) and 3.2(c(d) have been satisfied and that, after giving effect to such Credit Extension, the Total Utilization of Revolving Commitments (or any component thereof) shall not exceed the maximum amount thereof (or the maximum amount of any such component) specified in this Section 2.2(a) or 2.3(a)3.01.

Each Credit Extension. The obligation of each Lender and each Issuing Bank the LC Issuer to make issue, amend, or extend any Letter of Credit Extension on any Credit Date, including the Closing Date, is subject to the satisfaction (or waiver in accordance with Section 10.58.04) of the following conditions precedent (it being understood and agreed that, in the case of any Term Loans the proceeds of which are intended to be applied to finance a Limited Conditionality Transaction, the conditions precedent set forth in clauses (b) and (c) below may be satisfied as of the applicable LCT Test Date in accordance with Section 1.5):conditions: (a) the Administrative Agent and, conditions precedent to effectiveness set forth in Section 3.02 shall have been satisfied (or waived in accordance with Section 8.04) and the case Effective Date shall have occurred and none of any the conditions or circumstances in Section 2.01(f) shall be then occurring; (b) [reserved]; (c) [reserved]; (d) receipt by the LC Issuer of a notice of issuance, amendment or extension (other than an automatic extension permitted under Section 2.3(a)) of any Letter of Credit, the applicable Issuing Bank shall have received a fully completed and executed Funding Notice or Issuance Noticeextension, as the case may be, as required by Section 2.01(b); (be) the representations immediately before and warranties of each Credit Party set forth in the Credit Documents shall be true and correct (i) in the case of the representations and warranties qualified after issuance, amendment or modified as to materiality in the text thereof, in all respects and (ii) otherwise, in all material respects, in each case on and as extension of such Letter of Credit Date, 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 so true and correct on and as of such earlier date; and (c) at the time of and immediately after giving effect to such Credit Extension, no Default or Event of Default shall have occurred and be continuing or would result therefrom. On continuing; and (f) the representations and warranties (other than, except with respect to an extension of credit on the Effective Date, the representations and warranties in Sections 4.04(d) and Section 4.05 (in the case of Section 4.05, as to matters that have been disclosed in writing to the LC Issuer)) of the applicable Obligors contained in this Agreement shall be true and correct in all material respects on and as of the date of such issuance, amendment or extension of such Letter of Credit (except that such representations and warranties which are qualified by materiality or Material Adverse Effect shall be true and correct in all respects) (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date). Each issuance, amendment or extension of a Letter of Credit Extension, the Borrower hereunder shall be deemed to have represented be a representation and warranted that warranty by the Guarantor on the date of such issuance, amendment or extension, as the case may be, as to the satisfaction of the conditions specified in Sections 3.2(bclauses (a), (e) and 3.2(c(f) have been satisfied and that, after giving effect to such Credit Extension, the Total Utilization of Revolving Commitments (or any component thereof) shall not exceed the maximum amount thereof (or the maximum amount of any such component) specified in this Section 2.2(a) or 2.3(a)3.01.

Each Credit Extension. The obligation of each Lender and each Issuing Bank the LC Issuer to make issue, amend, or extend any Letter of Credit Extension on any Credit Date, including the Closing Date, is subject to the satisfaction (or waiver in accordance with Section 10.58.04) of the following conditions precedent (it being understood and agreed that, in the case of any Term Loans the proceeds of which are intended to be applied to finance a Limited Conditionality Transaction, the conditions precedent set forth in clauses (b) and (c) below may be satisfied as of the applicable LCT Test Date in accordance with Section 1.5):conditions: (a) the Administrative Agent and, conditions precedent to effectiveness set forth in Section 3.02 shall have been satisfied (or waived in accordance with Section 8.04) and the case Effective Date shall have occurred and none of any the conditions or circumstances in Section 2.01(f) shall be then occurring; (b) [reserved]; (c) receipt by the LC Issuer of a notice of issuance, amendment or extension (other than an automatic extension permitted under Section 2.3(a)) of any Letter of Credit, the applicable Issuing Bank shall have received a fully completed and executed Funding Notice or Issuance Noticeextension, as the case may be, as required by Section 2.01(b); (bd) the representations immediately before and warranties of each Credit Party set forth in the Credit Documents shall be true and correct (i) in the case of the representations and warranties qualified after issuance, amendment or modified as to materiality in the text thereof, in all respects and (ii) otherwise, in all material respects, in each case on and as extension of such Letter of Credit Date, 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 so true and correct on and as of such earlier date; and (c) at the time of and immediately after giving effect to such Credit Extension, no Default or Event of Default shall have occurred and be continuing or would result therefrom. On continuing; and (e) the representations and warranties (other than, except with respect to an extension of credit on the Effective Date, the representations and warranties in Sections 4.04(d) and Section 4.05 (in the case of Section 4.05, as to matters that have been disclosed in writing to the LC Issuer)) of the applicable Obligors contained in this Agreement shall be true and correct in all material respects on and as of the date of such issuance, amendment or extension of such Letter of Credit (except that such representations and warranties which are qualified by materiality or Material Adverse Effect shall be true and correct in all respects) (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date). Each issuance, amendment or extension of a Letter of Credit Extension, the Borrower hereunder shall be deemed to have represented be a representation and warranted that warranty by the Guarantor on the date of such issuance, amendment or extension, as the case may be, as to the satisfaction of the conditions specified in Sections 3.2(bclauses (a), (d) and 3.2(c(e) have been satisfied and that, after giving effect to such Credit Extension, the Total Utilization of Revolving Commitments (or any component thereof) shall not exceed the maximum amount thereof (or the maximum amount of any such component) specified in this Section 2.2(a) or 2.3(a)3.01.

Each Credit Extension. The obligation of each Lender and each Issuing Bank the LC Issuer to make issue, amend, or extend any Letter of Credit Extension on any Credit Date, including the Closing Date, is subject to the satisfaction (or waiver in accordance with Section 10.58.04) of the following conditions precedent (it being understood and agreed that, in the case of any Term Loans the proceeds of which are intended to be applied to finance a Limited Conditionality Transaction, the conditions precedent set forth in clauses (b) and (c) below may be satisfied as of the applicable LCT Test Date in accordance with Section 1.5):conditions: (a) the Administrative Agent andconditions precedent to effectiveness set forth in Section 3.02 shall have been satisfied (or waived in accordance with Section 8.04) and the Effective Date shall have occurred; (b) [reserved]; (c) in connection with the first credit extension only, in receipt by the case LC Issuer of any a Continuing Agreement signed by each of the Persons listed on the signature pages thereto; (d) receipt by the LC Issuer of a notice of issuance, amendment or extension (other than an automatic extension permitted under Section 2.3(a)) of any Letter of Credit, the applicable Issuing Bank shall have received a fully completed and executed Funding Notice or Issuance Noticeextension, as the case may be, as required by Section 2.01(b); (be) the representations immediately before and warranties of each Credit Party set forth in the Credit Documents shall be true and correct (i) in the case of the representations and warranties qualified after issuance, amendment or modified as to materiality in the text thereof, in all respects and (ii) otherwise, in all material respects, in each case on and as extension of such Letter of Credit Date, 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 so true and correct on and as of such earlier date; and (c) at the time of and immediately after giving effect to such Credit Extension, no Default or Event of Default shall have occurred and be continuing or would result therefrom. On continuing; and (f) the representations and warranties (other than, except with respect to an extension of credit on the Effective Date, the representations and warranties in Sections 4.04(d) and Section 4.05 (in the case of Section 4.05, as to matters that have been disclosed in writing to the LC Issuer)) of the applicable Obligors contained in this Agreement shall be true and correct in all material respects on and as of the date of such issuance, amendment or extension of such Letter of Credit (except that such representations and warranties which are qualified by materiality or Material Adverse Effect shall be true and correct in all respects) (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date). Each issuance, amendment or extension of a Letter of Credit Extension, the Borrower hereunder shall be deemed to have represented be a representation and warranted that warranty by the Guarantor on the date of such issuance, amendment or extension, as the case may be, as to the satisfaction of the conditions specified in Sections 3.2(bclauses (a), (d) and 3.2(c(e) have been satisfied and that, after giving effect to such Credit Extension, the Total Utilization of Revolving Commitments (or any component thereof) shall not exceed the maximum amount thereof (or the maximum amount of any such component) specified in this Section 2.2(a) or 2.3(a)3.01.

Each Credit Extension. The obligation Lenders shall not (except as otherwise set forth in Section 2.4(d) with respect to Revolving Loans for the purpose of each Lender and each Issuing Bank repaying Swing Line Loans or with respect to advances made for any Reimbursement Obligations for draws under a Facility LC) be required to make any Credit Extension unless on any Credit Date, including the Closing Date, is subject to the satisfaction (or waiver in accordance with Section 10.5) of the following conditions precedent (it being understood and agreed that, in the case of any Term Loans the proceeds of which are intended to be applied to finance a Limited Conditionality Transaction, the conditions precedent set forth in clauses (b) and (c) below may be satisfied as of the applicable LCT Test Date in accordance with Section 1.5):Borrowing Date: (aq) the Administrative Agent andThere exists no Default or Event of Default, in the case nor would a Default or Event of any issuance, amendment or extension (other than an automatic extension permitted under Section 2.3(a)) of any Letter of Credit, the applicable Issuing Bank shall have received a fully completed and executed Funding Notice or Issuance Notice, as the case may be;Default result from such Credit Extension. (br) the The representations and warranties of each Credit Party set forth contained in the Credit Documents shall be Article V are (x) with respect to any representations or warranties that contain a materiality qualifier, true and correct (i) in the case of the representations and warranties qualified or modified as to materiality in the text thereof, in all respects and (ii) otherwise, in all material respects, in each case on and as of such Credit Borrowing Date, except in to the case of extent any such representation and or warranty that expressly relates is stated to relate solely to an earlier date, in which case such representation and or warranty shall be so have been true and correct in all respects on and as of such earlier date and (y) with respect to any representations or warranties that do not contain a materiality qualifier, true and correct in all material respects as of such Borrowing Date, 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 been true and correct in all material respects on and as of such earlier date; and (c) at . Each Borrowing Notice or Swing Line Borrowing Notice, as the time case may be, or request for issuance of and immediately after giving effect a Facility LC with respect to each such Credit Extension, no Default or Event of Default Extension shall have occurred constitute a representation and be continuing or would result therefrom. On the date of any Credit Extension, warranty by the Borrower shall be deemed to have represented and warranted that the conditions specified contained in Sections 3.2(b4.2(a) and 3.2(c(b) have been satisfied and that, after giving effect to such Credit Extension, the Total Utilization of Revolving Commitments (or any component thereof) shall not exceed the maximum amount thereof (or the maximum amount of any such component) specified in Section 2.2(a) or 2.3(a)satisfied.

Each Credit Extension. The obligation of each Lender and each Issuing Bank to make any Credit Extension on any Credit Date, including the Closing Date, is subject to the satisfaction (or waiver in accordance with Section 10.5) of the following conditions; provided that the following conditions precedent shall not apply to (it being understood and agreed thati) Credit Extensions on the Closing Date, in (ii) any Borrowings under any Incremental Facility, the case of any Term Loans the proceeds conditions of which are intended to be applied to finance a Limited Conditionality Transaction, the conditions precedent set forth in clauses (b) Section 2.20 and (ciii) below may be satisfied as any Credit Extension or other extension of the applicable LCT Test Date in accordance with Section 1.5):credit pursuant to any Refinancing Amendment or Permitted Amendment: (a) the Administrative Agent and, The representations and warranties of each Loan Party set forth in the case Loan Documents shall be true and correct in all material respects on and as of the date of such Credit Extension; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that any issuance, amendment 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 (other than an automatic extension permitted under Section 2.3(a)) of any Letter of Credit, the applicable Issuing Bank shall have received a fully completed and executed Funding Notice or Issuance Noticeon such earlier date, as the case may be;. (b) the representations and warranties of each Credit Party set forth in the Credit Documents shall be true and correct (i) in the case of the representations and warranties qualified or modified as to materiality in the text thereof, in all respects and (ii) otherwise, in all material respects, in each case on and as of such Credit Date, 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 so true and correct on and as of such earlier date; and (c) at At the time of and immediately after giving effect to such Credit Extension, no Default or Event of Default shall have occurred and be continuing or would result therefrom. On the date of any Credit Extensioncontinuing. (c) The Administrative Agent and, if applicable, the Borrower relevant Issuing Bank or Swingline Lender, shall have received a Borrowing Request or Letter of Credit Request (or notice requesting the amendment (other than an amendment in respect of a then outstanding Letter of Credit that does not increase the available amount thereof) or extension thereof), as applicable, in accordance with the requirements of Section 2.03, Section 2.04(b) or Section 2.05(b), as applicable. (d) The Availability Conditions shall be deemed to have represented and warranted that the conditions specified in Sections 3.2(b) and 3.2(c) have been satisfied and that, after giving effect to such Credit Extension, the Total Utilization of Revolving Commitments (or any component thereof) shall not exceed the maximum amount thereof (or the maximum amount of any such component) specified in Section 2.2(a) or 2.3(a)satisfied.

Each Credit Extension. The obligation of each Lender and each Issuing Bank to make any Loan or issue, amend, or extend any Letter of Credit Extension on any Credit Date, including the Closing Date, is subject to the satisfaction (or waiver in accordance with Section 10.59.05) of the following conditions precedent (it being understood and agreed that, in the case of any Term Loans the proceeds of which are intended to be applied to finance a Limited Conditionality Transaction, the conditions precedent set forth in clauses (b) and (c) below may be satisfied as of the applicable LCT Test Date in accordance with Section 1.5):conditions: (a) the Administrative Agent and, Availability Effective Date shall have occurred; (b) in the case of any a Letter of Credit, receipt by the Administrative Agent of a notice of issuance, amendment or extension (other than an automatic extension permitted under Section 2.3(a)) of any Letter of Credit, the applicable Issuing Bank shall have received a fully completed and executed Funding Notice or Issuance Noticeextension, as the case may be; (b) the representations and warranties , with respect to such Letter of each Credit Party set forth in the Credit Documents shall be true and correct (i) Credit, as required by Section 2.01(b), or, in the case of a Borrowing, receipt by the representations and warranties qualified or modified Administrative Agent of a Notice of Borrowing as to materiality in the text thereof, in all respects and (ii) otherwise, in all material respects, in each case on and as of such Credit Date, 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 so true and correct on and as of such earlier date; andrequired by Section 2.05(a); (c) at the time immediately before and after issuance, amendment or extension of and immediately after giving effect to such Letter of Credit Extension, or such Loan no Default or Event of Default shall have occurred and be continuing or would result therefrom. On continuing; and (d) the representations and warranties (other than the representations and warranties in Sections 4.04 and Section 4.05) of the applicable Obligors contained in this Agreement shall be true and correct in all material respects on and as of the date of such issuance, amendment or extension of such Letter of Credit or such Loan (except that such representations and warranties which are qualified by materiality or Material Adverse Effect shall be true and correct in all respects) (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date). The making of any Loan and each issuance, amendment or extension of a Letter of Credit Extension, the Borrower hereunder shall be deemed to have represented be a representation and warranted that warranty by the Company on the date of such issuance, amendment or extension or Loan, as the case may be, as to the satisfaction of the conditions specified in Sections 3.2(bclauses (a), (c) and 3.2(c(d) have been satisfied and that, after giving effect to such Credit Extension, the Total Utilization of Revolving Commitments (or any component thereof) shall not exceed the maximum amount thereof (or the maximum amount of any such component) specified in this Section 2.2(a) or 2.3(a)3.01.

Each Credit Extension. The obligation of each Lender to make a Loan on the occasion of any Borrowing, and each of the Issuing Bank to make issue, extend, reinstate or otherwise amend any Credit Extension on any Credit Date, including the Closing DateLetter of Credit, is subject to the satisfaction (or waiver in accordance with Section 10.5) of the following conditions precedent (it being understood and agreed that, in the case of any Term Loans the proceeds of which are intended to be applied to finance a Limited Conditionality Transaction, the conditions precedent set forth in clauses (b) and (c) below may be satisfied as of the applicable LCT Test Date in accordance with Section 1.5):conditions: (a) the The Administrative Agent Agent, and, in if applicable, the case of any issuanceapplicable Swingline Lender or the applicable Issuing Bank, amendment shall have received a written Borrowing Request or extension (other than an automatic extension permitted under Section 2.3(a)) of any request for Letter of Credit, as applicable, in accordance with the applicable Issuing Bank shall have received a fully completed and executed Funding Notice or Issuance Notice, as the case may berequirements hereof; (b) the The representations and warranties of the Borrower and each Credit Party of the other Loan Parties set forth in the Credit Loan Documents shall be true and correct (i) in the case of the representations and warranties qualified or modified as to materiality in the text thereof, in all respects and (ii) otherwise, in all material respectsrespects (except to the extent already qualified by materiality, in each which case any such representation or warranty shall be true and correct in all respects) on and as of the date of such Credit DateBorrowing or the date of issuance, amendment or extension of such Letter of Credit, as applicable, except in to the case of any extent that such representation representations and warranty that expressly relates warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (except to the extent already qualified by materiality, in which case any such representation and or warranty shall be so true and correct on and in all respects) as of such earlier date; and. (c) at At the time of and immediately after giving effect to such Credit ExtensionBorrowing or the date of issuance, amendment or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred or is continuing. (d) The Borrower shall be in compliance with Section 5.13(a). Each Borrowing and be continuing each issuance, amendment or would result therefrom. On the date extension of any a Letter of Credit Extension, the Borrower shall be deemed to have represented constitute a representation and warranted that warranty by the conditions Borrower on the date thereof as to the matters specified in Sections 3.2(bclauses (b) and 3.2(c(c) have been satisfied and that, after giving effect to such Credit Extension, the Total Utilization of Revolving Commitments (or any component thereof) shall not exceed the maximum amount thereof (or the maximum amount of any such component) specified in Section 2.2(a) or 2.3(a)this Section.

Each Credit Extension. The obligation of each Lender and each Issuing Bank Lenders shall not be required to make any Credit Extension (except as otherwise set forth in Section 2.5.4 with respect to Revolving Loans for the purpose of repaying Swing Line Loans) unless on any the applicable Credit Extension Date, including the Closing Date, is subject : (i) No Default or Unmatured Default shall have occurred and be continuing on such Credit Extension Date or after giving effect to the satisfaction (Credit Extension to be made on such Credit Extension Date unless such Default or waiver Unmatured Default shall have been waived in accordance with Section 10.5) of the following conditions precedent (it being understood and agreed that, in the case of any Term Loans the proceeds of which are intended to be applied to finance a Limited Conditionality Transaction, the conditions precedent set forth in clauses (b) and (c) below may be satisfied as of the applicable LCT Test Date in accordance with Section 1.5):this Agreement. (aii) the Administrative Agent and, in the case of any issuance, amendment or extension (other than an automatic extension permitted under Section 2.3(a)) of any Letter of Credit, the applicable Issuing Bank shall have received a fully completed and executed Funding Notice or Issuance Notice, as the case may be; (b) the The representations and warranties contained in Article V of each Credit Party set forth this Agreement and in the Credit other Loan Documents shall be are true and correct (i) in the case of the representations and warranties qualified or modified as to materiality in the text thereof, in all respects and (ii) otherwise, or in all material respects, in each case on and respects if such representation or warranty is not by its terms already qualified as to materiality) as of such Credit Date, Extension Date except in to the case of extent any such representation and or warranty that expressly relates is stated to relate solely to an earlier date, in which case such representation and or warranty shall be so have been true and correct on and as of such earlier date; and. (ciii) at All legal matters incident to the time making of and immediately after giving effect to such Credit ExtensionExtension shall be reasonably satisfactory to the Lenders and their counsel. Each Borrowing Notice, no Default Swing Line Borrowing Notice, or Event request for issuance of Default a Facility LC, as the case may be, with respect to each such Credit Extension shall have occurred constitute a representation and be continuing or would result therefrom. On the date of any Credit Extension, warranty by the Borrower shall be deemed to have represented and warranted that the conditions specified contained in Sections 3.2(b4.2(i) and 3.2(c(ii) have been satisfied and that, after giving effect satisfied. Any Lender may require a duly completed Compliance Certificate in substantially the form of Exhibit A as a condition to such making a Credit Extension, the Total Utilization of Revolving Commitments (or any component thereof) shall not exceed the maximum amount thereof (or the maximum amount of any such component) specified in Section 2.2(a) or 2.3(a).

Each Credit Extension. The obligation of each Lender to make a Loan on the occasion of any Borrowing (other than any conversion or continuation of a Loan), and of each Issuing Bank to make issue, amend, renew or extend any Credit Extension on any Credit Date, including the Closing DateLetter of Credit, is subject to the satisfaction (or waiver in accordance with Section 10.5) of the following conditions precedent conditions: (it being understood a) The representations and agreed thatwarranties of the Borrower set forth in this Agreement and of the Loan Parties set forth in the other Loan Documents (in each case, other than in Sections 3.03(b) and 3.10) shall be true and correct in all material respects (or, in the case of any Term Loans the proceeds of which are intended to be applied to finance a Limited Conditionality Transaction, the conditions precedent set forth in clauses (b) and (c) below may be satisfied as of the applicable LCT Test Date in accordance with Section 1.5): (a) the Administrative Agent and, in the case of any issuance, amendment or extension (other than an automatic extension permitted under Section 2.3(a)) of any Letter of Credit, the applicable Issuing Bank shall have received a fully completed and executed Funding Notice or Issuance Notice, as the case may be; (b) the such representations and warranties of each Credit Party set forth that are qualified as to materiality or Material Adverse Effect in the Credit Documents text thereof, such representations and warranties shall be true and correct (i) in the case of the representations and warranties qualified or modified as to materiality in the text thereof, in all respects and (iirespects) otherwise, in all material respects, in each case on and as of the date of such Credit DateExtension, except to the extent made as of a specific date, which representations and warranties shall be true and correct in all material respects as of such specific date (or, in the case of any such representation and warranty warranties that expressly relates are qualified as to an earlier datemateriality or Material Adverse Effect in the text thereof, in which case such representation representations and warranty shall be so warranties being true and correct on and in all respects as of such earlier specific date; and). (cb) at At the time of and immediately after giving effect to such Credit Extension, no Default or Event of Default shall have occurred and be continuing or would result therefrom. On continuing. (c) At the date time of any Credit Extension, the Borrower shall be deemed to have represented and warranted that the conditions specified in Sections 3.2(b) and 3.2(c) have been satisfied and that, immediately after giving effect to such Credit Extension, the current Total Utilization of Revolving Commitments Credit Exposure (or any component thereofwithout regard to the requested Borrowing) shall and the pro forma Total Credit Exposure (giving effect to the requested Credit Extension) will not exceed the maximum amount Aggregate Commitments. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof (or as to the maximum amount of any such component) matters specified in paragraphs (a), (b) and (c) as applicable, of this Section 2.2(a) or 2.3(a)4.02.

Each Credit Extension. The obligation of each Lender and each Issuing Bank the LC Issuer to make any issue, amend, or extend the Letter of Credit Extension on any Credit Date, including the Closing Date, is subject to the satisfaction (or waiver in accordance with Section 10.58.04) of the following conditions precedent (it being understood and agreed that, in the case of any Term Loans the proceeds of which are intended to be applied to finance a Limited Conditionality Transaction, the conditions precedent set forth in clauses (b) and (c) below may be satisfied as of the applicable LCT Test Date in accordance with Section 1.5):conditions: (a) the Administrative Agent and, conditions precedent to effectiveness set forth in Section 3.02 shall have been satisfied (or waived in accordance with Section 8.04) and the Effective Date shall have occurred and none of the conditions or circumstances in Section 2.01(f) shall be then occurring; (b) [reserved]; (c) in the case event of any an amendment that results in a reduction of the face amount of the Letter of Credit, receipt by the LC issuer of a notice, dated the date thereof and signed by the beneficiary of the Letter of Credit, specifying such reduction to the face amount of the Letter of Credit; (d) receipt by the LC Issuer of a notice of issuance, amendment or extension (other than an automatic extension permitted under Section 2.3(a)) of any Letter of Credit, the applicable Issuing Bank shall have received a fully completed and executed Funding Notice or Issuance Noticeextension, as the case may be, as required by Section 2.01(b); (be) the representations immediately before and warranties of each Credit Party set forth in the Credit Documents shall be true and correct (i) in the case after issuance, amendment or extension of the representations and warranties qualified or modified as to materiality in the text thereof, in all respects and (ii) otherwise, in all material respects, in each case on and as Letter of such Credit Date, 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 so true and correct on and as of such earlier date; and (c) at the time of and immediately after giving effect to such Credit Extension, no Default or Event of Default shall have occurred and be continuing or would result therefrom. On continuing; and (f) the representations and warranties (other than, except with respect to an extension of credit on the Effective Date, the representations and warranties in Sections 4.04(d) and Section 4.05 (in the case of Section 4.05, as to matters that have been disclosed in writing to the LC Issuer)) of the applicable Obligors contained in this Agreement shall be true and correct in all material respects on and as of the date of such issuance, amendment or extension of the Letter of Credit (except that such representations and warranties which are qualified by materiality or Material Adverse Effect shall be true and correct in all respects) (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date). Each issuance, amendment or extension of the Letter of Credit Extension, the Borrower hereunder shall be deemed to have represented be a representation and warranted that warranty by the Guarantor on the date of such issuance, amendment or extension, as the case may be, as to the satisfaction of the conditions specified in Sections 3.2(bclauses (a), (e) and 3.2(c(f) have been satisfied and that, after giving effect to such Credit Extension, the Total Utilization of Revolving Commitments (or any component thereof) shall not exceed the maximum amount thereof (or the maximum amount of any such component) specified in this Section 2.2(a) or 2.3(a)3.01.

Each Credit Extension. The obligation Lenders shall not (except as set forth in Section 2.23(d) with respect to Revolving Loans for the purpose of each Lender and each Issuing Bank repaying Swing Line Loans) be required to make any Credit Extension on any Credit Date, (including the Closing Dateinitial Credit Extension hereunder but excluding, is subject to the satisfaction (for purposes of this Section 4.2, any conversion or waiver in accordance with Section 10.5) of the following conditions precedent (it being understood and agreed that, in the case continuation of any Term Loans the proceeds of which are intended to be applied to finance a Limited Conditionality TransactionLoan or Advance), the conditions precedent set forth in clauses (b) and (c) below may be satisfied as of the applicable LCT Test Date in accordance with Section 1.5):unless: (a) the Administrative Agent and, in In the case of any issuance, amendment or extension (other than an automatic extension permitted under Section 2.3(a)) Advance of any Letter of CreditLoans, the applicable Issuing Bank Agent shall have received a fully completed Borrowing Notice as required by Section 2.8 and executed Funding Notice or Issuance Notice, as the case may be; (b) the representations and warranties of each Credit Party set forth in the Credit Documents shall be true and correct (i) in the case of the representations issuance or Modification of a Facility LC, the applicable LC Issuer and warranties qualified or modified the Agent shall have received all LC Applications as to materiality in the text thereof, in all respects and (ii) otherwise, in all material respects, in each case on and as of such Credit Date, 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 so true and correct on and as of such earlier date; andrequired by Section 2.20(d). (cb) There exists no Default or Event of Default at the time of and immediately after giving effect to such Credit Extension. (c) The representations and warranties contained in Article V (other than representations and warranties set forth in Sections 5.7 and 5.9, no Default or Event of Default which shall have occurred only be made and need only be continuing or would result therefrom. On true and correct on the date of any Credit ExtensionClosing Date) are true and correct in all material respects (other than those representations and warranties that are subject to a materiality qualifier in the text thereof, the Borrower which shall be deemed to have represented true and warranted that the conditions specified correct in Sections 3.2(ball respects) on and 3.2(c) have been satisfied as of such Credit Extension Date, both immediately before and that, after giving effect to such Credit Extension, except to the Total Utilization extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (other than those representations and warranties that are subject to a materiality qualifier in the text thereof, which shall be true and correct in all respects) on and as of Revolving Commitments such earlier date. Each Borrowing Notice, Swing Line Borrowing Notice or request for issuance of a Facility LC with respect to each such Credit Extension (other than any conversion or continuation of any component thereofLoan or Advance) shall not exceed constitute a representation and warranty by the maximum amount thereof (or Borrower that the maximum amount of any such componentconditions contained in Sections 4.2(b) specified in Section 2.2(aand 4.2(c) or 2.3(a)have been satisfied.

Each Credit Extension. The obligation of each Lender and each Issuing Bank to make any a Credit Extension on (which, for the avoidance of doubt, shall not include any Credit Date, including Incremental Loans advanced in connection with an acquisition to the Closing Date, extent not otherwise required by the Lenders of such Incremental Loans) is subject to the satisfaction (or waiver in accordance with Section 10.5) of the following conditions precedent conditions: -157- #96942867v160458181 #96942867v1 (it being understood and agreed thati) In the case of a Borrowing, the Administrative Agent shall have received a Borrowing Request as required by Section 2.03 or (ii) in the case of any Term Loans the proceeds issuance of which are intended to be applied to finance a Limited Conditionality Transaction, the conditions precedent set forth in clauses (b) and (c) below may be satisfied as of the applicable LCT Test Date in accordance with Section 1.5): (a) the Administrative Agent and, in the case of any issuance, amendment or extension (other than an automatic extension permitted under Section 2.3(a)) of any Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a fully completed and executed Funding Notice or Issuance Notice, notice requesting the issuance of such Letter of Credit as the case may be;required by Section 2.05(b). (b) the The representations and warranties of each Credit Party the Loan Parties set forth in this Agreement and the Credit other Loan Documents shall be true and correct in all material respects (i) in the case of the representations and warranties or, if qualified or modified as to materiality in the text thereofby materiality, in all respects and (iirespects) otherwise, in all material respects, in each case on and as of such Credit Date, except in the case date of any such representation Credit Extension with the same effect as though such representations and warranty that expressly relates to an earlier date, in which case such representation and warranty shall be so true and correct warranties had been made on and as of the date of such earlier dateCredit Extension; andprovided that to the extent that any representation and warranty specifically refers to a given date or period, it shall be true and correct in all material respects (or, if qualified by materiality, in all respects) as of such date or for such period. (c) at At the time of and immediately after giving effect to such the applicable Credit Extension, no Default or Event of Default shall have occurred and be continuing or would result therefromDefault exists. On Each Credit Extension after the date of any Credit Extension, the Borrower Closing Date shall be deemed to have represented constitute a representation and warranted that warranty by the conditions applicable Borrower on the date thereof as to the matters specified in Sections 3.2(bparagraphs (b) and 3.2(c(c) have been satisfied and that, after giving effect to such Credit Extension, the Total Utilization of Revolving Commitments (or any component thereof) shall not exceed the maximum amount thereof (or the maximum amount of any such component) specified in this Section 2.2(a) or 2.3(a).4.02. ARTICLE 5

Each Credit Extension. The obligation of each Lender and each Issuing Bank to make any a Credit Extension on (which, for the avoidance of doubt, shall not include any Credit Date, including Incremental Loans advanced in connection with an acquisition to the Closing Date, extent not otherwise required by the Lenders of such Incremental Loans) is subject to the satisfaction (or waiver in accordance with Section 10.5) of the following conditions precedent conditions: (it being understood and agreed thati) In the case of a Borrowing, the Administrative Agent shall have received a Borrowing Request as required by Section 2.03 or (ii) in the case of any Term Loans the proceeds issuance of which are intended to be applied to finance a Limited Conditionality Transaction, the conditions precedent set forth in clauses (b) and (c) below may be satisfied as of the applicable LCT Test Date in accordance with Section 1.5): (a) the Administrative Agent and, in the case of any issuance, amendment or extension (other than an automatic extension permitted under Section 2.3(a)) of any Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a fully completed and executed Funding Notice or Issuance Notice, notice requesting the issuance of such Letter of Credit as the case may be;required by Section 2.05(b). (b) the The representations and warranties of each Credit Party the Loan Parties set forth in this Agreement and the Credit other Loan Documents shall be true and correct in all material respects (i) in the case of the representations and warranties or, if qualified or modified as to materiality in the text thereofby materiality, in all respects and (iirespects) otherwise, in all material respects, in each case on and as of such Credit Date, except in the case date of any such representation Credit Extension with the same effect as though such representations and warranty that expressly relates to an earlier date, in which case such representation and warranty shall be so true and correct warranties had been made on and as of the date of such earlier dateCredit Extension; andprovided that to the extent that any representation and warranty specifically refers to a given date or period, it shall be true and correct in all material respects (or, if qualified by materiality, in all respects) as of such date or for such period. (c) at At the time of and immediately after giving effect to such the applicable Credit Extension, no Default or Event of Default shall have occurred and be continuing or would result therefromDefault exists. On Each Credit Extension after the date of any Credit Extension, the Borrower Closing Date shall be deemed to have represented constitute a representation and warranted that warranty by the conditions applicable Borrower on the date thereof as to the matters specified in Sections 3.2(bparagraphs (b) and 3.2(c(c) have been satisfied and that, after giving effect to such Credit Extension, the Total Utilization of Revolving Commitments (or any component thereof) shall not exceed the maximum amount thereof (or the maximum amount of any such component) specified in this Section 2.2(a) or 2.3(a)4.02.

Each Credit Extension. The obligation of each Lender and each Issuing Bank to make any Credit Extension on any Credit Date, including Date other than the Closing Date, Date is subject to the satisfaction (or waiver in accordance with Section 10.5) of the following conditions precedent (it being understood and agreed that, in the case of any Term Loans the proceeds of which are intended to be applied to finance a Limited Conditionality Transaction, the conditions precedent set forth in clauses (b) and (c) below may be satisfied as of the applicable LCT Test Date in accordance with Section 1.5): (a) the Administrative Applicable Facility Agent and, in the case of any issuance, amendment or extension (other than an automatic extension permitted under Section 2.3(a2.4(a)) of any Letter of Credit, the applicable Issuing Bank Bank, shall have received a fully completed and executed Funding Notice or Issuance Notice, as the case may be; (b) the representations and warranties of each Credit Party set forth in the Credit Documents shall be true and correct (i) in the case of the representations and warranties qualified by materiality or modified as to materiality in the text thereof“material adverse effect”, in all respects respects, and (ii) otherwise, in all material respects, in each case on and as of such Credit DateDate (provided that, except in the case of any such representation and warranty that expressly relates to an earlier datea given date or period, in which case such representation and warranty shall be so true and correct on and in all material respects as of such earlier datethe respective date or for the respective period, as the case may be); and (c) at the time of and immediately after giving effect to such Credit Extension, no Default or Event of Default shall have occurred and be continuing or would result therefrom. On the date of any such Credit Extension, the Borrower shall be deemed to have represented and warranted that the conditions specified in Sections 3.2(b) and 3.2(c) have been satisfied and that, after giving effect to such Credit Extension, the Total Utilization of Revolving Commitments (or any component thereof) shall not exceed the maximum amount thereof (or the maximum amount of any such component) specified in Section 2.2(a) or 2.3(a2.4(a).

Each Credit Extension. The obligation Lenders shall not (except as otherwise set forth in Section 2.2.4 with respect to Revolving Loans for the purpose of each Lender and each Issuing Bank repaying Swing Line Loans) be required to make any Credit Extension unless on any the applicable Credit Extension Date: (i) There exists no Default or Unmatured Default. (ii) The representations and warranties contained in Article V (other than the representation and warranty contained in Section 5.5, including which shall only be required to be made on the Closing Date, is subject to the satisfaction (or waiver in accordance with Section 10.5) of the following conditions precedent (it being understood and agreed that, in the case of any Term Loans the proceeds of which are intended to be applied to finance a Limited Conditionality Transaction, the conditions precedent set forth in clauses (b) and (c) below may be satisfied as of the applicable LCT Test Date in accordance with Section 1.5): (a) the Administrative Agent and, in the case of any issuance, amendment or extension (other than an automatic extension permitted under Section 2.3(a)) of any Letter of Credit, the applicable Issuing Bank shall have received a fully completed and executed Funding Notice or Issuance Notice, as the case may be; (b) the representations and warranties of each Credit Party set forth in the Credit Documents shall be true and correct in all material respects (i) in or, to the case of the representations and warranties extent qualified by materiality or modified as to materiality in the text thereofMaterial Adverse Effect, in all respects and (iirespects) otherwise, in all material respects, in each case on and as of such Credit Date, Extension Date except in to the case of extent any such representation and or warranty that expressly relates is stated to relate solely to an earlier date, in which case such representation and or warranty shall be so have been true and correct in all material respects (or, to the extent qualified by materiality or Material Adverse Effect, in all respects) on and as of such earlier date; and. (ciii) at No law or regulation shall prohibit, and no order, judgment or decree of any Governmental Authority shall enjoin, prohibit or restrain, any Lender from making the time requested Loan or the applicable LC Issuer or any Lender from issuing, renewing, extending or increasing the face amount of and immediately after giving effect or participating in the Facility LC requested to be issued, renewed, extended or increased. Each Borrowing Notice or request for issuance of a Facility LC, or Swing Line Borrowing Notice, as the case may be, with respect to each such Credit Extension, no Default or Event of Default Extension shall have occurred constitute a representation and be continuing or would result therefrom. On warranty by the date of any Credit Extension, the Borrower shall be deemed to have represented and warranted Obligors that the conditions specified contained in Sections 3.2(bSection 4.2(i) and 3.2(c(ii) have been satisfied and that, after giving effect to such Credit Extension, the Total Utilization of Revolving Commitments (or any component thereof) shall not exceed the maximum amount thereof (or the maximum amount of any such component) specified in Section 2.2(a) or 2.3(a)satisfied.