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 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) The representations and warranties of the 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 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 representation or warranty expressly relates to an earlier date, 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 received a certificate to that effect dated such date and executed 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 Default or Event of Default shall have occurred and be continuing. (c) The Administrative Agent shall have received a Borrowing Request meeting the requirements of Section 2.03. 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 a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section 4.02.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing Borrowing, and of the each 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) The representations and warranties of the Borrower and each Loan Party Borrowers 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 the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable applicable, except that such representations and warranties (except to the extent any such representation or warranty expressly relates i) that relate solely to an earlier date, in which case, date shall be true and correct as of such representation or warranty earlier date and (ii) shall be true and correct in all material respects as of such earlier date), and the Administrative Agent shall have received a certificate to that effect dated such date and executed if they are qualified by a Financial Officer of the Borrowermateriality standard. (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) The Administrative Agent Each Borrowing and each issuance of any Letter of Credit shall have received a Borrowing Request meeting be made in accordance with the requirements terms of clauses (i) – (vi) of Section 2.032.01. 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 a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower Borrowers on the date thereof as to the matters specified in paragraphs (a), (b) and (c) of this Section. Notwithstanding the failure to satisfy the conditions precedent set forth in paragraphs (a) or (b) of this Section 4.02Section, unless otherwise directed by the Required Lenders, the Administrative Agent may, but shall have no obligation to, continue to make (or authorize the European Administrative Agent to make) Loans (which shall be considered Protective Advances hereunder) and an Issuing Bank may, but shall have no obligation to, issue or cause to be issued any Letter of Credit (or amend, renew or extend 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 (or amending, renewing or extending) any such Letter of Credit is in the best interests of the Lenders.

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 Borrowing, and of the Issuing Bank Banks to issue, amend, renew or extend any Letter of Credit, in each case, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of each of the following conditions: (a) The representations and warranties of the 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 or, in the text thereofcase of representations and 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 (applicable, except to in the extent case of any such representation or and warranty that expressly relates to an earlier a prior date, in which case, case such representation or and warranty shall be true and correct in all material respects (or in all respects, as applicable) as of such earlier date), and the Administrative Agent shall have received a certificate to that effect dated such date and executed 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 Default or Event of Default shall have occurred and be continuing. (c) The Borrower shall have delivered to the Administrative Agent shall have received a request for Borrowing Request meeting that complies with the requirements of set forth in Section 2.03. Each Borrowing (provided that a conversion or a continuation of a Borrowing shall not constitute a “Borrowing” for purposes of this Section 4.02) (other than a Borrowing under any Incremental Facility the proceeds of which are used to finance a Limited Condition Transaction), and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by Holdings and the Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section 4.02.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing Borrowing, 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) The representations and warranties of the Borrower and each Loan Party Borrowers set forth in this Agreement or (other than the other Loan Documents representation contained in Section 3.04(b)) 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 the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of CreditCredit (or, as applicable (except to the extent if any such representation or warranty is expressly relates stated to an earlier have been made as of a specific date, in which case, such representation or warranty shall be true and correct in all material respects as of such earlier specific date), and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borroweras 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 or Event of Default shall have occurred and be continuing. (c) The Administrative Agent No law or regulation shall have received a Borrowing Request meeting prohibit, and no order, judgment or decree of any Governmental Authority shall enjoin, prohibit or restrain, any Lender from making the requirements requested Loan or the Issuing Bank or any Lender from issuing, renewing, extending or increasing the face amount of Section 2.03or participating in the Letter of Credit requested to be issued, renewed, extended or increased. 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 a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower Borrowers on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section 4.02Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, in each case, Credit is subject to the satisfaction of each of the following conditions: (a) The representations and warranties of the 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 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 representation or warranty expressly relates to an earlier date, 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 received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower. (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 Default or Event of Default shall have occurred and be continuing.exist; (cb) The Administrative Agent shall have received a at the time of and immediately after giving effect to such Borrowing Request meeting or the requirements of Section 2.03. 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 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 on and as of the date of such Borrowing or the date of issuance, amendment, extension or renewal of such Letter of Credit, in each case before and after giving effect thereto (except for those which expressly relate to an earlier date which shall be true and correct in all material respects as of such earlier date); (c) since the date of the financial statements of the Borrower described in Section 4.4, there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect; (d) the Borrower shall have delivered the required Notice of Borrowing; and (e) the Administrative Agent shall have received such other documents, certificates or information as the Administrative Agent or the Required Lenders may reasonably request, all in form and substance reasonably satisfactory to the Administrative Agent or the Required Lenders. Each Borrowing and each issuance, amendment, extension or renewal of any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in paragraphs (a), (b) and (bc) of this Section 4.023.2.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (including, 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, in each case, is subject to the satisfaction of each of the following conditions: (a) The 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, the representations and warranties of the 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 or in all respects if the applicable to any representation or and warranty to the extent that it is already qualified or modified by materiality in the text thereofor 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 (applicable, except to the extent any that such representation or warranty representations and warranties expressly relates relate to an earlier date, in which case, case such representation or warranty 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), and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower. (b) At 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 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) The Administrative Agent shall have received a Borrowing Request meeting the requirements of Section 2.03. 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 a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section 4.02Section.

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 and Borrowing, (including on the occasions of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, in each caseinitial Borrowings hereunder), is subject to the satisfaction of each of the following conditions: (a) The the representations and warranties of the 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 the date of each such Borrowing or (including the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable applicable) as if made on such date (except to the extent any where such representation or warranty expressly relates refers to an earlier date, in which case, such representation or warranty shall be true and correct in all material respects as of such earlier a different date), and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower.; (b) At at the time of and immediately after giving effect to such Borrowing or (including 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) The Administrative the Agent shall have received a Borrowing Request meeting in the requirements manner and within the time period required by Section 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 Section 2.03credit requested to be made by the Borrower on such date, the aggregate Exposure will not exceed the lesser of (i) the Commitments, or (ii) an amount equal to the Borrowing Base. 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 , including each issuance, amendment, renewal or extension of a Letter of Credit Credit, shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the accuracy of the matters specified in paragraphs (a) and (b) above. This requirement does not apply on the conversion or rollover of this Section 4.02an 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 (other 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, in each case, is subject to the receipt by the Administrative Agent of the request therefor in accordance herewith and to the satisfaction of each of the following conditions: (a) The Other than the representation and warranty set forth in Section 3.04(b), the representations and warranties of the Borrower and each Loan Party Parties set forth in this Agreement or the other 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 (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 the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable (the case may be, except to the extent any such representation or warranty representations and warranties expressly relates relate to an earlier date, date (in which case, case such representation or warranty representations and warranties shall be true and correct in all material respects as of such earlier date), and the Administrative Agent shall have received a certificate to that effect dated such date and executed 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 applicablethe case may be, no Default or Event of Default shall have occurred and be continuing. (c) The Administrative Agent shall have received a Borrowing Request meeting the requirements of Section 2.03. Each Borrowing (provided that a conversion or a continuation of a Borrowing shall not constitute a “Borrowing” for purposes of this Section 4.02Section) 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 as to the matters specified in paragraphs (a) and (b) of this Section 4.02Section.

Each Credit Event. The obligation of each Lender to make a Loan to a Borrower on the occasion of any Borrowing (other than a continuation or conversion of an existing Borrowing and other than a Borrowing of Acquisition-Related Incremental Term Loans) and the obligation of the Issuing Bank to issue, amend, renew or extend issue any Letter of Credit, in each case, Credit is subject to the satisfaction of each of the following conditions: (a) The representations and warranties of the Borrower each of such Borrower, its Subsidiary Guarantors and each Loan Party its Parent set forth in this Agreement or the other Loan Documents to which it is a party 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 in all respects if qualified or modified by materiality in the text thereofmateriality) on and as of the date of such Borrowing or the date of issuanceBorrowing, amendment, renewal or extension of such Letter of Credit, as applicable (except to the extent that any such representation or and warranty expressly relates to an earlier date, date (in which case, case such representation or and warranty shall be true and correct in all material respects as of such earlier date), and the Administrative Agent shall have received a certificate to that effect dated such date and executed 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 applicableBorrowing, no Default or Event of Default shall have occurred and be continuing. (c) The Administrative Agent or Issuing Bank shall have received a Borrowing Request meeting the requirements borrowing notice in accordance with Section 2.03 or a Letter of Credit request in accordance with Section 2.032.17(b), as applicable. Each Borrowing (provided that a conversion or other than a continuation or conversion of an existing Borrowing and other than a Borrowing shall not constitute of Acquisition-Related Incremental Term Loans) by a “Borrowing” for purposes of this Section 4.02) and each issuance, amendment, renewal or extension of a Letter of Credit Borrower shall be deemed to constitute a representation and warranty by the such Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section 4.02Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing Borrowing, and of the Issuing Bank to issue, amend, renew amend or extend any Letter of Credit, in each case, is subject to the satisfaction of each of the following conditions: (a) The representations and warranties of the Borrower and each Loan Party Parties set forth in this Agreement or 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 such materiality qualifier shall not be applicable to any representation and warranty that is qualified as to materiality or warranty to Material Adverse Effect shall be true and correct in all respects as so qualified) with the extent that it is already qualified or modified by materiality in the text thereof) 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 (except to the extent it being understood and agreed that any such representation or warranty expressly relates which by its terms is made as of a specified date shall be required to an earlier date, in which case, such representation or warranty shall be true and correct in all material respects only as of such earlier specified date), and the Administrative Agent that any representation or warranty which is subject to any materiality qualifier shall have received a certificate be required to that effect dated such date be true and executed by a Financial Officer of the Borrowercorrect in all respects). (b) At the time of and immediately of, or on a pro forma basis after giving effect to the making of such Borrowing or the issuance, amendment, renewal renewal, or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing. (c) The Administrative Agent and, if applicable, the relevant Issuing Bank shall have received a Borrowing Request meeting in accordance with the requirements of Section 2.03hereof. 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 a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower Borrowers on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section 4.02Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing Borrowing, 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) The representations and warranties of the Borrower and each Loan Party Borrowers 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 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 representation or warranty expressly relates to an earlier date, 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 received a certificate to that effect dated such date and executed by a Financial Officer of the Borrowerapplicable. (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) The Administrative Agent shall have received a After giving effect to any Borrowing Request meeting or the requirements issuance of Section 2.03any Letter of Credit, Availability is not less than zero. 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 a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower Borrowers on the date thereof as to the matters specified in paragraphs (a), (b) and (c) of this Section. Notwithstanding the failure to satisfy the conditions precedent set forth in paragraphs (a) or (b) of this Section 4.02Section, 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 any Loan on the occasion of any Borrowing and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, in each case, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of each of the following conditions: (a) The representations and warranties of the 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 to the extent any such materiality qualifier shall not be applicable to any representation or warranty to the extent that it is already qualified by “materially”, “Material Adverse Effect” or modified by materiality a similar term, in the text thereofwhich 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 (applicable, except to the extent any such representation or warranty representations and warranties expressly relates relate to an earlier date, date (in which case, case such representation or warranty representations and warranties shall be true and correct (or true and correct in all material respects respects, as the case may be) as of such earlier date), and the Administrative Agent shall have received a certificate to that effect dated such date and executed 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 Default or Event of Default shall have occurred and be continuing. (c) The Administrative Agent shall have received a Borrowing Request meeting the requirements of Section 2.03. 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 a Letter of Credit shall be deemed to constitute a representation and warranty by Holdings and the Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section 4.02.

Each Credit Event. The obligation of each Revolving Lender to make a Revolving Loan on the occasion of any Borrowing Revolving Borrowing, and of the any 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) 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 Borrower and each Loan Party Parties set forth in this Agreement or and in each of the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to or, in the case of any representation or warranty to the extent that it is already representations and warranties qualified or modified by materiality or Material Adverse Effect, in the text thereofall 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 (applicable, with the same effect as though made on and as of such date, except to the extent any such representation or warranty representations and warranties expressly relates relate to an earlier date, date (in which case, case such representation or warranty 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, and shall be only the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the BorrowerSpecified Representations. (bc) At 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 Event of Default shall have occurred and be continuing. (c) The Administrative Agent shall have received a Borrowing Request meeting the requirements of Section 2.03. 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 a Letter of Credit shall be deemed to constitute a representation and warranty by 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 paragraphs (ab) and (b) of this Section 4.02c).

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing Borrowing, and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit, in each case, is subject to receipt of the borrowing request therefor in accordance herewith and to the satisfaction of each of the following conditions: (a) The representations and warranties of the 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 the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable (except the case may be; provided that, to the extent any that such representation or warranty expressly relates representations and warranties specifically refer to an earlier date, in which case, such representation or warranty they shall be true and correct in all material respects as of such earlier date); provided further that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on the date of such credit extension or on such earlier date, and as the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrowercase 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 Default or Event of Default shall have occurred and be continuing. (c) The Administrative Agent shall have received a Borrowing Request meeting the requirements of Section 2.03. Each Borrowing (provided that a conversion or a continuation of a Borrowing shall not constitute a “Borrowing” for purposes of this Section 4.02Section) and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by 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 4.024.02 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 Borrowing, and of the each Issuing Bank to issue, amend, renew amend or extend any Letter of Credit, in each case, is subject to the satisfaction of each of the following conditions: (a) The representations and warranties of the Borrower and each Loan Party Parties set forth in this Agreement or (other than the other Loan Documents 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 (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) respects, on and as of the date of such Borrowing or the date of issuance, amendment, renewal amendment or extension of such Letter of Credit, as applicable (applicable, except to the extent any such representation or warranty representations and warranties expressly relates relate to an earlier date, in which case, such representation or warranty 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 respects, as of such earlier date), and the Administrative Agent shall have received a certificate to that effect dated such date and executed 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 amendment or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing. (c) The Administrative Agent shall have received a notice of such Borrowing Request meeting or the requirements issuance, amendment or extension of such Letter of Credit as required by Section 2.03, 2.04 or 2.05(b). 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 amendment or extension of a any Letter of Credit Credit, shall be deemed to constitute a representation and warranty by the Borrower Loan Parties on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section 4.02and 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) shall not exceed the maximum amount thereof (or 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 any Loan (other than the Term B Loans on the occasion of any Borrowing Fifth Restatement Effective Date), and of the each Issuing Bank Lender 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) The the representations and warranties of the Borrower and each Loan Party set forth in this Agreement or Agreement, and of each Loan Party in each of the other Loan Documents to which it is a party, 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 the date of such Borrowing Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable (except to the extent applicable; provided that any such representation or and warranty that expressly relates to an earlier date, in which case, such representation or warranty a given date shall be true and correct in all material respects as of such earlier 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), and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower.as applicable; (b) At 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 or Event of Default shall have occurred and be continuing.; and (c) The the Administrative Agent shall have received a Borrowing Request meeting in accordance with the requirements hereof and, with respect to any Letter of Credit, the Administrative Agent and the applicable Issuing Lender shall have received the notice required pursuant to Section 2.032.04(b) hereof. 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 a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section 4.02the immediately preceding sentence.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing Borrowing, 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) The representations and warranties of the Borrower and each Loan Party set forth in this Agreement or and the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable as to any representation or warranty qualified as to the extent that it is already qualified materiality or modified by materiality Material Adverse Effect, in the text thereofwhich 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 except, to the extent any such representation or warranty representations and warranties expressly relates relate to an earlier date, in which case, such representation or warranty shall be true and correct in all material respects case as of such earlier date), and if they are not true and correct the Administrative Agent or the Required Lenders shall have received determined not to make any Loan or instructed the Issuing Bank not to issue Letters of Credit as a certificate to that effect dated such date and executed by a Financial Officer result of the Borrowerfact 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 or Event of 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. (c) The Administrative Agent shall have received a After giving effect to any Borrowing Request meeting or the requirements issuance, amendment, renewal or extension of Section 2.03any Letter of Credit, Availability is not less than zero. 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 a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in paragraphs (a), (b) and (c) of this Section. Notwithstanding the failure to satisfy the conditions precedent set forth in paragraphs (a) or (b) of this Section 4.02Section, 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 Borrowing, 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) The representations and warranties of the 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 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 representation or warranty expressly relates to an earlier date, 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 received a certificate to that effect dated such date and executed by a Financial Officer of the Borrowerapplicable. (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) The Administrative Agent shall have received a After giving effect to any Borrowing Request meeting or the requirements issuance of Section 2.03any Letter of Credit, Availability is not less than zero. 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 a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in paragraphs (a), (b) and (c) of this Section. Notwithstanding the failure to satisfy the conditions precedent set forth in paragraphs (a) or (b) of this Section 4.02Section, 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 obligations of (a) each Lender to make a Loan on the occasion of any Borrowing 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), in each case, is are subject to the satisfaction of each of the following conditions: (a) The representations and warranties of the Borrower and each Loan Party Parties 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 the date of such Borrowing or the date of issuance, amendment, renewal or extension issuance of such Letter of Credit, as applicable applicable, except that such representations and warranties (except to the extent any such representation or warranty expressly relates A) that relate solely to an earlier date, in which case, such representation or warranty date shall be true and correct in all material respects as of such earlier date), and the Administrative Agent shall have received a certificate to that effect dated such date and executed (B) shall be true and correct in all respects to the extent they are qualified by a Financial Officer of the Borrowermateriality 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 Default or Event of Default shall have occurred and be continuing. (c) The Administrative Agent After giving effect to any Borrowing or the issuance, amendment, renewal, reinstatement or extension of any Letter of Credit, the Aggregate Revolving Exposure shall have received a not exceed the lesser of (i) the Borrowing Request meeting Base as in effect at such time and (ii) the requirements of Section 2.03aggregate Revolving Commitments as in effect at such time. Each Borrowing (provided that a conversion or a continuation and each issuance of a Borrowing Letter of Credit shall not be deemed to constitute a “Borrowing” for purposes representation and warranty by the Borrowers on the date thereof as to the matters specified in paragraphs (a), (b) and (c) of this Section 4.02) and each issuance, . Each amendment, renewal renewal, reinstatement or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower Borrowers on the date thereof as to the matters specified in paragraphs (ab) and (bc) of this Section 4.02.

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 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, in each casea “Credit Event”), is subject to receipt of the request therefor in accordance herewith and to the satisfaction of each (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) The Except as expressly set forth herein, the representations and warranties of the 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 respects, in the text thereof) each case on and as of the date of such Borrowing Credit Event (or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable (except to the extent any such representation or warranty expressly relates to an earlier date, in which case, such representation or warranty shall be true and correct in all material respects as of such earlier a specified date, if earlier), and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower. (b) At 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. (c) The Except as expressly set forth herein, the Administrative Agent shall have received a Borrowing Request meeting the requirements of Section 2.032.03 (other than in connection with an Incremental Loan). Each 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 4.02Section) and each issuance, amendmentrenewal, renewal increase or extension of a Letter of Credit (other than any Borrowing or issuance of a Letter of Credit on the Effective Date) shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section 4.02Section.

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 and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, in each caseand the effectiveness of any extension of the Maturity Date pursuant to Section 2.21, is subject to the satisfaction of each of the following conditions: (a) The representations and warranties of the Borrower and each Loan Party set forth in this Agreement or and 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 the date of such Borrowing Borrowing, Commitment Increase or the date of issuance, amendment, renewal or extension of such Letter of Creditextension, as applicable applicable, except that (except i) to the extent any that such representation or warranty expressly relates representations and warranties specifically refer to an earlier date, in which case, such representation or warranty they shall be true and correct in all material respects as of such earlier date), and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower(ii) any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true 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 Default or Event of Default shall have occurred and be continuing. (c) The Administrative Agent shall have received a Borrowing Request meeting the requirements of Section 2.03. 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 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 Borrower on that the date thereof as to the matters conditions specified in paragraphs (a) and (b) of this Section 4.024.2 have been satisfied as of the date thereof.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing Borrowing, and of the any Issuing Bank Lender to issue, amend, renew or extend any Letter of Credit, in each case, Credit is subject to the receipt by the Administrative Agent of the request therefor in accordance herewith and to the satisfaction of each of the following conditions: (a) The representations and warranties of the Borrower and each Loan Party Parties set forth in this Agreement or the other 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 (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 the date of such Borrowing Borrowing, or the date of such issuance, amendment, renewal or extension of such Letter of Credit, as applicable (except to the extent any such representation or warranty representations and warranties expressly relates relate to an earlier date, date (in which case, case such representation or warranty 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 respects, in each case as of such earlier date), and the Administrative Agent shall have received a certificate to that effect dated such date and executed 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 any Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing. (c) The Administrative Agent shall have received a Borrowing Request meeting the requirements of Section 2.03. Each Borrowing (provided that a conversion or a continuation of a Borrowing shall not constitute a “Borrowing” for purposes of this Section 4.02Section) and each issuance, amendment, renewal or extension of a any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower Borrowers on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section 4.02Section.

Each Credit Event. The obligation of each any Lender to make a Loan on Credit Extension hereunder (including the occasion of any initial Borrowing and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, in each casehereunder), is subject to the satisfaction of each of the following conditions: (a) The the representations and warranties of the Borrower and each Loan Party Obligor set forth in this Agreement or 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 (except that unless any such materiality qualifier shall not be applicable to any representation or warranty is qualified as to the extent that it is already qualified materiality or modified by materiality Material Adverse Effect, in the text thereofwhich 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 issuanceCredit Extension, amendmentboth before and immediately after giving effect thereto, renewal or extension of such Letter of Credit, as applicable (except to the extent any that such representation or warranty expressly relates representations and warranties specifically refer to an earlier date, in which case, such representation or warranty case they shall be true and correct in all material respects as of such earlier date), and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower.; (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 applicableCredit Extension, no Default or Event of Default shall have occurred and be continuing.; (c) The at the time of and immediately after giving effect to such Credit Extension, the aggregate Revolving Credit Exposures of all Lenders at such time shall not exceed the aggregate Commitments of all Lenders at such time; and (d) Administrative Agent shall have received a Borrowing Request meeting in accordance with the requirements of Section 2.03this Agreement. 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 a Letter of Credit Borrower shall be deemed to constitute make a representation and warranty by to Administrative Agent and the Borrower Lenders on the date thereof of each Credit Extension hereunder as to the matters specified in paragraphs clauses (a) ), (b), and (bc) of this Section 4.024.2.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing Borrowing, 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) The representations and warranties of the Borrower and each Loan Party Parties 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 with the extent that it is already qualified or modified by materiality in the text thereof) 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 applicable, in each case, except as expressly set forth in Section 2.23(a) (except to the extent it being understood and agreed that any such representation or warranty expressly relates which by its terms is made as of a specified date shall be required to an earlier date, in which case, such representation or warranty shall be true and correct in all material respects only as of such earlier specified date), and the Administrative Agent that any representation or warranty which is subject to any materiality qualifier shall have received a certificate be required to that effect dated such date be true and executed by a Financial Officer of the Borrowercorrect 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 applicableapplicable and except as expressly set forth in Section 2.23(a), no Default or Event of Default shall have occurred and be continuing. (c) The Administrative Agent shall have received a Borrowing Request meeting the requirements of Section 2.03. 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 a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section 4.02. Notwithstanding the failure to satisfy the conditions precedent set forth in paragraph (a) or (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 After the Funding Date, the obligation of each Lender to make a Loan on the occasion of any Borrowing new Loan, and of the Issuing Bank L/C Issuers to issue, amend, renew or extend any Letter of Credit, in each case, Credit is subject to the satisfaction of each (or waiver in accordance with Section 9.08) of the following conditions: (a) The representations and warranties of the 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 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 representation or warranty expressly relates to an earlier date, 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 received a certificate to that effect dated such date and executed 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 Default or Event of Default shall have occurred and be continuing. (cb) The Administrative Agent representations and warranties of the Loan Parties set forth in this Agreement and in the other Loan Documents shall have received a be true and correct in all material respects on and as of the date of such Borrowing Request meeting or the requirements date of Section 2.03. 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 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 be true and correct in all material respects as of such specified earlier date, and (ii) to the extent that any representation or warranty is qualified by or subject to a “material adverse effect”, “material adverse change” or similar term or qualification, in which case, such representation or warranty shall be true and correct in all respects. (c) 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 2.23(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 Borrower on the date thereof as to the matters specified in paragraphs the foregoing clauses (a) and (b) ). For purposes of this Section 4.02determining 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 of each Lender to make a Loan on the occasion of any Borrowing Borrowing, and of the any 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) The Administrative Agent shall have received, in the case of a 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 the Administrative Agent shall have received a notice requesting the issuance of such Letter of Credit as required by Section 2.06(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 2.05(a). (b) The representations and warranties (except, in the case of the Initial Revolving Borrowing on the Closing Date and initial issuance of Letters of Credit on the Closing Date, the representations contained in Sections 3.04, 3.05, 3.06, 3.07, 3.09, 3.10, 3.11, 3.12, 3.13, 3.14, 3.15, 3.17, 3.19 and 3.21) of the 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 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 (applicable, with the same effect as though made on and as of such date, except to the extent any such representation or warranty representations and warranties expressly relates relate to an earlier date, date (in which case, case such representation or warranty representations and warranties shall be true and correct in all material respects as of such earlier date), and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower. (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 (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 Default or Event of Default or Default (other than on the Closing Date at the time of any Initial Revolving Borrowing or initial issuance of a Letter of Credit, any Event of Default or Default arising pursuant to Section 7.01(b) with respect to any of the representations enumerated in Section 4.01(e)) shall have occurred and be continuing. (cd) The Administrative Agent After giving effect to any Borrowing or the issuance of any Letter of Credit, Excess Availability shall have received a Borrowing Request meeting the requirements of Section 2.03be not less than zero. 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 a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in paragraphs (ab), (c) and (bd) of this Section 4.02Section.

Each Credit Event. The obligation of each Lender the Bank to make a each Loan on the occasion of any Borrowing and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, in each case, Borrower is subject to the satisfaction of each of the following conditionsconditions by such Borrower: (ai) The the representations and warranties of the such Borrower and each Loan Party set forth in this Agreement or the other each Loan Documents Document to which it is a party 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 the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of CreditLoan (other than, as applicable (except to the extent any such representation or warranty expressly relates that by its terms refers to an earlier a specific date, in which case, case such representation or and warranty shall be true and correct in all material respects as of such earlier specified date), and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower. (bii) At the time of and immediately after giving effect no Default with respect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default Borrower shall have occurred and be continuing. (cb) The Administrative Agent Bank shall have received a written Borrowing Request meeting signed by such Borrower setting forth the requirements information required by Section 2.2. (c) To the extent required by Regulation U, the Bank shall have received (i) a copy of a Federal Reserve Form, duly executed and 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 Bank and in all respects in compliance with Regulation U, including Section 2.03221.3(c)(2)(iv) thereof. (d) The 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 Borrower, substantially in the form of Exhibit F hereto. (e) No change in the financial condition or business prospects of the Borrower that may constitute a Material Adverse Effect in the reasonable judgment of the Bank. Each Borrowing (provided that a conversion or a continuation of a Borrowing shall not constitute a “Borrowing” request for purposes of this Section 4.02) and each issuance, amendment, renewal or extension of a Letter of Credit Loan by each Borrower shall be deemed to constitute a representation and warranty by the such Borrower on the date thereof as to the matters specified in paragraphs paragraph (a) and (b) of this Section 4.02Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing Borrowing, and of the each 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) The representations and warranties of the Borrower and each Loan Party Parties set forth in this Agreement or (other than the other Loan Documents 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 (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) 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 (applicable, except to the extent any such representation or warranty representations and warranties expressly relates relate to an earlier date, in which case, such representation or warranty 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 respects, as of such earlier date), and the Administrative Agent shall have received a certificate to that effect dated such date and executed 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 Default or Event of Default shall have occurred and be continuing. (c) The Administrative Agent shall have received a notice of such Borrowing Request meeting or the requirements issuance, amendment, renewal or extension of such Letter of Credit as required by Section 2.03, 2.04 or 2.05(b). 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 a any Letter of Credit Credit, shall be deemed to constitute a representation and warranty by the Borrower Loan Parties on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section 4.02and 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) shall not exceed the maximum amount thereof (or 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 any Lender to make a Loan on the occasion of any Borrowing Borrowing, and of the any Issuing Bank to issue, amend, renew or extend any Letter of Credit, in each case, is subject to the satisfaction of each on such date of the following conditions: (a) The representations and warranties of the Borrower and each Loan Party Borrowers 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 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 applicable; provided that any such representation or warranty expressly relates to an earlier date, in which case, such representation or warranty representations and warranties that by their express terms are made as of a specific date shall be have been true and correct in all material respects as of such earlier specific date), and the Administrative Agent shall have received a certificate to that effect dated such date and executed 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 Default or Event of Default shall have occurred and be continuingcontinuing and the Borrowers shall otherwise be in compliance with the provisions of Section 2.01 or 2.05(b), as applicable. (c) The If no Borrowing Base Certificate has been delivered to the Administrative Agent during the period of thirty (30) days prior to the date of any Borrowing, the Borrowers shall have received delivered to the Administrative Agent, prior to 10:00 a.m., New York City time, on the Business Day prior to the date of such Borrowing, a Borrowing Request meeting Base Certificate demonstrating compliance with the Availability requirements as of Section 2.03Friday of the week immediately preceding the date of such Borrowing. 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 a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower Borrowers on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section 4.02Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing 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 each of the following conditions: (a) The representations and warranties of the 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 the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable (except the case may be before and after giving effect to such Borrowing or issuance, 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 any that such representation or warranty expressly relates representations and warranties specifically refer to an earlier datedate or period, in which case, such representation or warranty they shall 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 true 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), and the Administrative Agent shall have received a certificate to that effect dated such date and executed 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 applicablethe case may be, no Default or Event of Default shall have occurred and be continuing. (c) The Administrative Agent shall have received a Notice of Borrowing Request meeting the requirements of Section 2.03in accordance with Article II hereof. Each Borrowing (provided that a conversion or a continuation of a Borrowing shall not constitute a “Borrowing” for purposes of this Section 4.02Section) 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 as to the matters specified in paragraphs (a) and (b) of this Section 4.02Section.

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 Closing Date and of the Issuing Bank to issue, amend, renew amend or extend any Letter of Credit, in each caseincluding, without limitation, on the Closing Date, is subject to the satisfaction of each or waiver of the following conditions: (a) The representations and warranties of the 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 to the extent any such materiality qualifier shall not be applicable to any representation or warranty to the extent that it is already qualified by “materially”, “Material Adverse Effect” or modified by materiality a similar term, in the text thereofwhich 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 amendment or extension of such Letter of Credit, as applicable (applicable, except to the extent any such representation or warranty representations and warranties expressly relates relate to an earlier date, date (in which case, case such representation or warranty representations and warranties shall be true and correct (or true and correct in all material respects respects, as the case may be) as of such earlier date), and the Administrative Agent shall have received a certificate to that effect dated such date and executed 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 amendment or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing. (c) The Administrative Agent and, if applicable, the relevant Issuing Bank shall have received a Borrowing Request meeting in accordance with the requirements of Section 2.03hereof. 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 amendment or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by Holdings and the Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section 4.02.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing Borrowing, and of the Issuing Bank Banks to issue, amend, renew or extend any Letter of Credit, in each case, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of each of the following conditions: (a) The representations and warranties of the Borrower and each Loan Party set forth in this Agreement or the other 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 (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 or, in the text thereofcase 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 (applicable, except to in the extent case of any such representation or and warranty that expressly relates to an earlier a prior date, in which case, case such representation or and warranty shall be true and correct in all material respects (or in all respects, as applicable) as of such earlier date), and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower. (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 or Event of Default shall have occurred and be continuing. (c) The Administrative Agent shall have received In connection with a Borrowing, the Borrower has delivered a Borrowing Request meeting the requirements of in accordance with Section 2.03. 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 a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section 4.02.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing Borrowing, and of the Issuing Bank Lender 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) The representations and warranties of the Borrower and each Loan Party set forth in this Agreement or the any other Loan Documents 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 (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 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 representation or warranty expressly relates representations and warranties specifically refer to an earlier date, in which case, such representation or warranty case they shall be true and correct in all material respects 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 certificate to that effect dated such date and executed request for the issuance of a Letter of Credit as required by a Financial Officer of the Borrower.Section 2.04(b); (bd) 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) The Administrative Agent shall have received a Borrowing Request meeting the requirements of Section 2.03. 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 a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower Borrowers on the date thereof as to the matters specified in paragraphs (a), (b), (c) and (bd) of this Section 4.02Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (other than a continuation or conversion of an existing Borrowing) and any extension of the Issuing Bank credit pursuant to issueSection 2.02, amend, renew 2.17 or extend any Letter of Credit, in each case, 2.18 is subject to the satisfaction of each of the following conditions, subject to Section 1.08 with respect to Incremental Term Loans only: (a) The representations and warranties of the Borrower and each Loan Party set forth contained 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 any such representation and warranty is already qualified or modified by materiality or Material Adverse Effect, in the text thereofwhich case such representation and warranty shall be true and correct in all respects) on and as of the date of such Borrowing or Borrowing, except to the extent that any such representation and warranty relates to an earlier date of issuance, amendment, renewal or extension of (in which case such Letter of Credit, as applicable 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 warranty expressly relates to an earlier dateMaterial Adverse Effect, in which case, case such representation or and warranty shall be true and correct in all material respects respects) as of such 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 the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer customary “acquisition agreement representations” (i.e., those representations of the Borrowerseller 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, 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 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 applicableBorrowing, no Default or Event of Default shall have occurred and be continuing. (c) The Administrative Agent shall have received a Borrowing Request meeting the requirements of Committed Loan Notice in accordance with Section 2.03. Each Borrowing (provided that a conversion or other than a continuation or conversion of a Borrowing shall not constitute a “an existing Borrowing” for purposes of this Section 4.02) and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower or other applicable Loan Party on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section 4.02Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (other than any conversion or continuation of any Loan), and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit, in each case, is subject to the receipt of the request therefor in accordance herewith and to the satisfaction of each of the following conditions: (a) The representations and warranties of the Borrower and each Loan Party Parties set forth in this Agreement or (other than, after the Effective Date, in Sections 3.04(b) and 3.05(a)) and 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 the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable (applicable, except to the extent any such representation or warranty representations and warranties are expressly relates limited to an earlier date, in which case, on and as of the date of such representation Borrowing or warranty 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 already are qualified or modified by materiality in the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrowertext thereof. (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) The Administrative Agent shall have received a Borrowing Request meeting the requirements of Section 2.03. Each Borrowing (provided that a other than any conversion or a continuation of a Borrowing shall not constitute a “Borrowing” for purposes of this Section 4.02any Loan) 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 as to that the matters conditions specified in paragraphs (a) and (b) of this Section 4.02have been satisfied.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (other 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, in each case, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of each of the following conditions: (a) The representations and warranties of the Borrower and each Loan Party set forth in this Agreement or the other 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 (except that such materiality qualifier shall not be applicable respects, in each case at the time of and immediately after giving effect 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 the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable (except and to the extent application of the proceeds therefrom, as applicable, except in the case of any such representation or and warranty that expressly relates to an earlier a prior date, in which case, such representation or warranty shall be true and correct in all material respects case as of such earlier prior date), and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower. (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 or Event of Default shall have occurred and be continuing. (c) The Administrative Agent shall have received received, in the case of a Revolving Borrowing, a Borrowing Request meeting as required by Section 2.03 or, in the requirements case of the issuance of a Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance of such Letter of Credit as required by Section 2.032.05(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). Each On the date of any Borrowing (provided that a other than any conversion or a continuation of a Borrowing shall not constitute a “Borrowing” for purposes of this Section 4.02any Loan) and each or the issuance, amendmentamendment to increase the amount thereof, renewal or extension of a any Letter of Credit Credit, the Parent and the Borrower shall be deemed to constitute a representation have represented and warranty by warranted that the Borrower on the date thereof as to the matters conditions specified in paragraphs (a) and (b) of this Section 4.02have been satisfied and that, after giving effect to such Borrowing, or such issuance, amendment to increase the amount thereof, renewal or extension of a Letter of Credit, the Aggregate Exposure (or any component thereof) shall not exceed the maximum amount thereof (or the maximum amount of any such component) specified in Section 2.01, 2.04(a) or 2.05(b).

Each Credit Event. The obligation of each Lender to make a Loan on any Loan, of the occasion of any Borrowing 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, in each casea “Credit Extension”), is additionally subject to the satisfaction of each of the following conditions: (a) The the representations and warranties of the Borrower and each Loan Party ODEC set forth in this Agreement or 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 or, in case of any representation or warranty to the extent that it is already not qualified or modified by materiality a Material Adverse Effect qualifier, in the text thereof) all material respects), on and as of the date of the applicable Credit Extension, except (A) other than on the Effective Date, the representations and warranties set forth in Section 3.04(b), 3.06, 3.07 and 3.12, or (B) any such Borrowing 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 issuance, amendment, renewal or extension of such Letter of Credit, as applicable (except to the extent any such representation or warranty expressly relates to an earlier dateCredit Extension, in which case, case such representation or and warranty shall be true and correct in all material respects made as of such earlier specific date), and the Administrative Agent shall have received a certificate to that effect dated such date and executed 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 Default or Event of Default shall have has occurred and be is continuing. (c) The Administrative Agent shall have received a Borrowing Request meeting , or would result from such Credit Extension or from the requirements application of Section 2.03. Each Borrowing (provided that a conversion or a continuation of a Borrowing shall not constitute a “Borrowing” for purposes of this Section 4.02) the proceeds therefrom; and each issuance, amendment, renewal or extension of a Letter of Credit Extension shall be deemed to constitute a representation and warranty by the Borrower ODEC on the date thereof as to the matters specified in paragraphs (a) and 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 2.03(b) or, one or more Issuance Notices with respect to any requested Letter of this Credit in accordance with Section 4.022.04(b).

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing Borrowing, and of the Issuing Bank to issue, amend, renew review or extend any Letter of Credit, in each case, is subject to the satisfaction of each of the following conditions: (a) The representations and warranties of the Borrower and each Loan Party set forth in this Agreement or and 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 the date of such Borrowing Borrowing, or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable applicable, except that (except 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 representation or warranty expressly relates representations and warranties specifically refer to an earlier date, in which case, such representation or warranty they shall be true and correct in all material respects as of such earlier date), and the Administrative Agent shall have received a certificate to that effect dated such date and executed (iii) to the extent that such representations and warranties are already qualified or modified by a Financial Officer of materiality in the Borrowertext 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 or extension of such a Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing. (c) The Administrative Agent shall have received a Borrowing Request meeting the requirements of and such other documentation and assurances as shall be reasonably required by it in connection therewith. (d) The Issuing Bank shall have received all documentation and assurances required under Section 2.032.20 or otherwise as shall be reasonably required by it in connection therewith. 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 a Letter of Credit Credit, as applicable, shall be deemed to constitute a representation and warranty by the Borrower on that the date thereof as to the matters conditions specified in paragraphs (a) and (b) of this Section 4.024.02 have been satisfied as of the date thereof.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (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, in each caseand the effectiveness of any New Revolving Loan Commitment pursuant to Section 2.23, is subject to the satisfaction of each satisfaction, or waiver in accordance with Section 11.02, of the following conditions: (a) The 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 Borrower Obligors and each Loan Party their respective Subsidiaries, set forth in this Agreement or 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 (except 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 representation or warranty to the extent representations and warranties that it is are 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 representation or warranty expressly relates to an earlier date, 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 received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower.; (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 applicableCredit Event, no Default or Event of Default shall have occurred and be continuing.; (cd) The on or before the date of issuance of any Letter of Credit, the Administrative Agent and the applicable Issuing Banks shall have received a all other information required by the applicable Issuance Notice and Application; (e) at the time of and immediately after giving effect to such Credit Event and the application of the proceeds thereof, the Borrower reasonably believes that it will be in compliance with Section 7.01 as of the next measurement date; and (f) solely with respect to the first Borrowing Request meeting the requirements or issuance of Section 2.03. 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 a any Letter of Credit (whichever is first), the Secured Notes due 2025 shall have been redeemed in full and related Lien released. Each Credit Event shall be deemed to constitute a representation and warranty by the Borrower on that the date thereof as to the matters conditions specified in paragraphs (ab), (c) and (be) of this Section 4.024.02 have been satisfied as of the date thereof.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing Loan, and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit, in each case, is additionally subject to the satisfaction of each of the following conditions: (a) The on or prior to the date of the initial Loan or issuance of Letter of Credit, as applicable, the Borrower shall have elected to be regulated as a “business development company” within the meaning of the Investment Company Act (by filing a Registration Statement with the SEC); and shall be in compliance with all applicable limitations on Indebtedness and maintain its status as a “business development company” under the Investment Company Act; (b) (i) in the case of a Loan made to pay the purchase price and related fees and expenses in respect of a Specified Purchase, the Specified Representations (immediately after giving effect to such merger, consolidation or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation acquisition) shall be true and correct in all material respects on and as of the date of such Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of any Letter of Credit, the representations and warranties of the Borrower and each Loan Party set forth in this Agreement or 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 to the extent that it is already qualified or modified by materiality or, in the text thereofcase of any portion of any representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Borrowing Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable (except applicable, or, as to the extent any such representation or warranty expressly relates that refers to an earlier a specific date, in which case, such representation or warranty shall be true and correct in all material respects as of such earlier specific date), and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower.; (bc) At (i) in the case of a Loan made to pay the purchase price and related fees and expenses in respect of a Specified Purchase, at the time of and immediately after giving effect to such Borrowing Loan, no Event of Default under clause (a), (b), (i), (j) or (k) of Article VII shall have occurred and be continuing, or (ii) in the case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than a Loan made to pay the purchase price and related fees and expenses in respect of a Specified Purchase), at the time of and immediately after giving effect to such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Specified Default or Event of Default shall have occurred and be continuing.; and (cd) The (x) solely with respect to the initial Loan or issuance of Letter of Credit, the Borrower shall have delivered a Borrowing Base Certificate showing a calculation of the Borrowing Base as of the date of the Borrowing Request or request for Letter of Credit, as applicable, with the Value of each Portfolio Investment determined as of such date (or such earlier date as agreed by the Administrative Agent) and (y) otherwise, either (i) the Covered Debt Amount (after giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have received a delivered an updated Borrowing Request meeting Base Certificate demonstrating that the requirements Covered Debt Amount (after giving effect to such extension of Section 2.03credit and any Concurrent Transaction) shall not exceed the Borrowing Base after giving effect to such extension of credit and any Concurrent Transaction. 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 a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section 4.02the preceding sentence.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing 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 the following conditions (in addition to the concurrent or prior satisfaction of the following conditions:conditions under Section 4.01 on the Closing Date): (a) The (i) with respect to any Borrowing on or prior to the IPO Effective Date, the representations and warranties of the Borrower and each Loan Party Company set forth in this Agreement or 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 (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 or, in the text thereofcase of any such representations and warranties qualified by 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 to the extent if any such representation or warranty is expressly relates stated to an earlier have been made as of a specified date, in which case, such representation or warranty shall be true and correct in all material respects as of such earlier specified date), and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower.; ​ (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 applicableBorrowing, no Default or Event of Default shall have occurred and be continuing.; and (c) The the IPO Effective Date shall have occurred or the Company shall have confirmed to the Administrative Agent shall have received 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 the Administrative Agent or a Borrowing Request meeting longer period as agreed by each of the requirements of Section 2.03Joint Lead Arrangers). 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 a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower Company on the date thereof as to the matters specified in paragraphs clauses (a), (b) and (bc) of this Section 4.02the preceding sentence.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, in each case, Credit is subject to the satisfaction of each of the following conditions: (a) The representations and warranties of the 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 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 representation or warranty expressly relates to an earlier date, 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 received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower. (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 Default or Event of Default shall have occurred and be continuing.exist; (cb) The Administrative Agent shall have received a at the time of and immediately after giving effect to such Borrowing Request meeting or the requirements of Section 2.03. 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 such Letter of Credit, as applicable, 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 earlier date; provided, that, if a representation and warranty is qualified as to materiality, with respect to such representation and warranty the materiality qualifier set forth above shall be disregarded for purposes of this condition; (c) the Borrower shall have delivered the required Notice of Borrowing; and (d) the Administrative Agent shall have received such other documents, certificates, information or legal opinions as the Administrative Agent or the Required Lenders may reasonably request, all in form and substance reasonably satisfactory to the Administrative Agent or the Required Lenders. Each Borrowing and each issuance, amendment, extension or renewal of any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section 4.023.2.

Each Credit Event. The obligation of (i) each Lender to make a Loan on the occasion of any Borrowing and (ii) of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit, in each casecase 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 each of the following conditions: (a) The representations and warranties of the 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 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 applicable the case may be (except in each case, unless such date is the Effective Date); provided that, to the extent any that such representation or warranty expressly relates representations and warranties specifically refer to an earlier date, in which case, such representation or warranty they shall be true and correct in all material respects as of such earlier date); provided further that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on the date of such credit extension or on such earlier date, and as the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrowercase 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 applicablethe case may be (unless such Borrowing is on the Effective Date), no Default or Event of Default shall have occurred and be continuingcontinuing or would result therefrom. (c) The Administrative Agent shall have received a Borrowing Request meeting To the requirements of extent this Section 2.03. Each 4.02 is applicable, each Borrowing (provided that a conversion or a continuation of a Borrowing shall not constitute a “Borrowing” for purposes of this Section 4.02Section) 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 as to the matters specified in paragraphs clauses (a) and (b) of this Section 4.02Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing Borrowing, and of the Issuing Bank Banks 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) The representations and warranties of the 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 or in all respects if 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 thereofor 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 applicable, except that (except i) to the extent any that such representation or warranty expressly relates representations and warranties specifically refer to an earlier date, in which case, case they shall have been true and correct in all material respects (or in all respects if such representation is qualified by materiality or warranty 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 required to be true and correct in all material respects as (or in all respects if such representation is qualified by materiality or Material Adverse Effect) only on the occasion of such earlier date)any Borrowing or issuance, and amendment, renewal or extension of any Letter of Credit which has the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of increasing the outstanding principal amount of the Borrowerobligations 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 Default or Event of Default shall have occurred and be continuing. (c) The Administrative Agent shall have received a Borrowing Request meeting the requirements of Section 2.03. 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 a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section 4.02Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (other than solely to the extent constituting a continuation of any Borrowing as a Eurocurrency Borrowing), and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, Credit (in each casecase other than on the Closing Date, which applicable conditions are set forth in Section 4.01), is subject to the satisfaction of each of the following conditions: (a) The representations and warranties of the Borrower and each Loan Party Parties set forth in this Agreement or the other 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 such materiality qualifier shall not be applicable to any representation or warranty to the extent that it which is already qualified as to materiality or modified by materiality reference to Material Adverse Effect shall be true and correct in the text thereofall 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 applicable, with the same effect as if made on and as of such date (except to the extent any such representation or warranty other than those representations and warranties that by their terms expressly relates relate to an earlier date, in which case, case such representation or warranty representations and warranties shall be have been true and correct in all material respects as of such earlier date), and the Administrative Agent shall have received a certificate to that effect dated such date and executed 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 Default or Event of Default shall have occurred and be continuing.; and (c) The Administrative Agent shall have received a Borrowing Request meeting the requirements notice of borrowing in accordance with Section 2.03. 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 a Letter of Credit shall be deemed to constitute a representation and warranty by the Revolving Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section 4.02Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing Borrowing, and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit, Credit (other than in each caseconnection 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 each of the following conditions: (a) The representations and warranties of the 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 the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable (except the case may be before and after giving effect to such Borrowing or issuance, 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 any that such representation or warranty expressly relates representations and warranties specifically refer to an earlier datedate or period, in which case, such representation or warranty they shall 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 true 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), and the Administrative Agent shall have received a certificate to that effect dated such date and executed 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 applicablethe case may be, no Default or Event of Default shall have occurred and be continuing. (c) The Administrative Agent shall have received a Borrowing Request meeting the requirements notice of Section 2.03borrowing in accordance with Article II hereof. Each Borrowing (provided that a conversion or a continuation of a Borrowing shall not constitute a “Borrowing” for purposes of this Section 4.02Section) 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 as to the matters specified in paragraphs (a) and (b) of this Section 4.02Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (other than a Borrowing made on the Microsemi Acquisition Closing Date), 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) The representations and warranties of the 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 and warranty to the extent that it is already qualified or modified by materiality or Material Adverse Effect shall be true and correct in the text thereofall 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 applicable; except, in each case, to the extent any such representation or warranty expressly relates specifically refers to an earlier date, in which case, such representation or warranty case it 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) as of such earlier date), and the Administrative Agent shall have received a certificate to that effect dated such date and executed 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 Default or Event of Default shall have occurred and be continuing. (c) The Administrative Agent shall have received a Borrowing Request meeting the requirements of Section 2.03. 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 a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section 4.02Section.

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 and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, in each caseTerm Loan Increase, is additionally subject to the satisfaction of each of the following conditions: (a) The the representations and warranties of the Borrower and each Loan Party set forth in this Agreement or 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 other than any representation or warranty to the extent that it is already qualified or modified by materiality or Material Adverse Effect, which shall be true and correct in the text thereofall 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 representation or warranty expressly relates that refers to an earlier a specific date, in which case, such representation or warranty shall be true and correct in all material respects as of such earlier specific date), and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower.; (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 applicableLoan, no Default or Event of Default shall have occurred and be continuing.; (c) The 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 received a Borrowing Request meeting delivered an updated Collateral Base Certificate demonstrating that the requirements Covered Debt Amount (after giving effect to such extension of Section 2.03. Each Borrowing (provided that a conversion or a continuation of a Borrowing credit) shall not constitute a “Borrowing” for purposes of this Section 4.02) and each issuance, amendment, renewal or exceed the Collateral Base after giving effect to such extension of a Letter credit as well as any concurrent acquisitions of Credit shall be deemed to constitute a representation and warranty Portfolio Investments by the Borrower on or payment of outstanding Loans or Other Covered Indebtedness; (d) after giving effect to such extension of credit, the date thereof as to Borrower shall be in pro forma compliance with each of the matters specified covenants set forth in paragraphs Sections 6.07(a), (ab), (d) and (be); and (e) of this 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 4.025.08(c)(ii) with respect to the Obligors’ other deposit accounts and securities accounts shall have been entered into.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing Borrowing, and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit, in each case, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of each of the following conditions: (a) The representations and warranties of the Borrower and each Loan Party Parties set forth in this Agreement or the any other Loan Documents Document 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 the date of such Borrowing or the date of issuance, amendment, renewal amendment or extension of such Letter of Credit, as applicable (except to the extent any such representation or warranty expressly relates to an earlier date, 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 received a certificate to that effect dated such date and executed by a Financial Officer of the Borrowerapplicable. (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 or Event of Default shall have occurred and be continuing. (c) The Administrative Agent After giving effect to such Borrowing or the issuance, amendment or extension of such Letter of Credit, the Borrowers shall have received a Borrowing Request meeting be in compliance with the requirements of Section 2.03Revolving Exposure Limitations. 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 amendment or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower Borrowers on the date thereof as to the matters specified in paragraphs (a), (b) and (c) of this Section. Notwithstanding the failure to satisfy the conditions precedent set forth in paragraph (a) or (b) of this Section 4.02Section, 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 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 the following conditions (in addition to the concurrent or prior satisfaction of the following conditions:conditions under Section 4.01 on the Closing Date): (a) The (i) with respect to any Borrowing on or prior to the IPO Effective Date, the representations and warranties of the Borrower and each Loan Party Company set forth in this Agreement or 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 (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 or, in the text thereofcase of any such representations and warranties qualified by 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 to the extent if any such representation or warranty is expressly relates stated to an earlier have been made as of a specified date, in which case, such representation or warranty shall be true and correct in all material respects as of such earlier specified date), and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower.; (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 applicableBorrowing, no Default or Event of Default shall have occurred and be continuing.; and (c) The the IPO Effective Date shall have occurred or the Company shall have confirmed to the Administrative Agent shall have received 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 the Administrative Agent or a Borrowing Request meeting longer period as agreed by each of the requirements of Section 2.03Joint Lead Arrangers). 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 a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower Company on the date thereof as to the matters specified in paragraphs clauses (a), (b) and (bc) of this Section 4.02the preceding sentence.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing 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, in each case), is subject to the satisfaction of each of the following conditions: (a) The representations and warranties of the Borrower and each Loan Party Obligors 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 with the extent that it is already qualified or modified by materiality in the text thereof) 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 (except to the extent it being understood and agreed that any such representation or warranty expressly relates which by its terms is made as of a specified date shall be required to an earlier date, in which case, such representation or warranty shall be true and correct in all material respects only as of such earlier specified date), and the Administrative Agent that any representation or warranty which is subject to any materiality qualifier shall have received a certificate be required to that effect dated such date be true and executed by a Financial Officer of the Borrowercorrect 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 Default or Event of Default shall have occurred and be continuingcontinuing and (ii) no Protective Advance shall be outstanding. (c) The Administrative Agent After giving effect to any Borrowing or the issuance, amendment, renewal or extension of any Letter of Credit, Availability shall have received a Borrowing Request meeting the requirements of Section 2.03not be less than zero. 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 a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower Borrowers on the date thereof as to the matters specified in paragraphs (a), (b) and (c) of this Section. Notwithstanding the failure to satisfy the conditions precedent set forth in paragraphs (a) or (b) of this Section 4.02Section, 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 any Borrowing on the Restatement Effective Date), and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit, in each case, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of each of the following conditions: (a) The representations and warranties of the 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 the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable (except the case may be; provided that, to the extent any that such representation or warranty expressly relates representations and warranties specifically refer to an earlier date, in which case, such representation or warranty they shall be true and correct in all material respects as of such earlier date); provided further that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on the date of such credit extension or on such earlier date, and as the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrowercase 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 Default or Event of Default shall have occurred and be continuing. (c) The Administrative Agent Solely with respect to the obligations of each Revolving Lender to make a Revolving Loan on the occasion of any Borrowing and of each Issuing Bank to issue, amend, renew or extend any Letter of Credit, the Revolving Availability Date shall have received a Borrowing Request meeting the requirements of Section 2.03occurred. Each Borrowing (provided that a conversion or a continuation of a Borrowing shall not constitute a “Borrowing” for purposes of this Section 4.02Section) and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by Holdings and the Borrower on the date thereof as to the matters specified in paragraphs (a) and ), (b) and, if applicable, (c) of this Section 4.02Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing Borrowing, 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) The Subject to Sections 1.04 and 2.20(e), the representations and warranties of Parent and the Borrower and each Loan Party Borrowers 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 other than to the extent that it is already qualified or modified by materiality or “Material Adverse Effect”, in the text thereofwhich 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 (applicable, except to in the extent case of any such representation or and warranty that expressly relates to an earlier date, in which case, case such representation or and warranty shall be true and correct in all material respects 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), and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower. (b) At 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 or Event of Default shall have occurred and be continuing. (c) The Administrative Agent shall have received a Borrowing Request meeting the requirements of Section 2.03. 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 a Letter of Credit shall be deemed to constitute a representation and warranty by Parent and the Borrower Borrowers on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section 4.02.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing 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, in each case, is subject to the satisfaction of each of the following conditions: (a) The representations and warranties of the Borrower and each Loan Party Obligor set forth in this Agreement or the any other Loan Documents Document 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 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 (except applicable; provided, that to the extent any such representation or and warranty expressly relates to an earlier was made as of a specific date, in which case, such representation or and warranty shall be true and correct in all material respects as of such earlier 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 certificate to that effect dated such date and executed request for the issuance of a Letter of Credit or a Euro Letter of Credit, as applicable, as required by a Financial Officer of the BorrowerSection 2.05(b) or Section 2.06(b), as applicable. (bd) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit or Euro Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing. (c) The Administrative Agent shall have received a Borrowing Request meeting the requirements of Section 2.03. 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 a Letter of Credit or Euro Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower relevant Obligors on the date thereof as to the matters specified in paragraphs (a) and (bc) of this Section 4.02.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing Borrowing, and of the Issuing Bank Banks to issue, amend, renew or extend any Letter of Credit, in each case, 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 each of the following conditions: (a) The representations and warranties of the 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 or, in the text thereofcase 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 (applicable, except to in the extent case of any such representation or and warranty that expressly relates to an earlier a prior date, in which case, case such representation or 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), and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrowerrespectively. (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) The Administrative Agent shall have received a Borrowing Request meeting the requirements of Section 2.03. Each Borrowing (provided that neither a conversion or nor a continuation of a Borrowing shall not constitute a “Borrowing” for purposes of this Section 4.02Section) 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 as to the matters specified in paragraphs Section 4.02(a) and (ab); 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 this Section 4.021.03 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 and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, in each case, Credit is subject to the satisfaction of each of the following conditions: (a) The representations and warranties of the 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 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 representation or warranty expressly relates to an earlier date, 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 received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower. (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 Default or Event of Default shall have occurred exist; (b) all representations and warranties of each Loan Party set forth in the Loan Documents shall be continuing.true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, extension or renewal of such Letter of Credit, in each case before and after giving effect thereto (except to the extent such representations and warranties relate solely to an earlier date and except for changes therein expressly permitted or expressly contemplated by the Loan Documents); (c) The since the date of the annual financial statements of the Borrower described in Section 4.4, there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect; (d) after giving effect to such Borrowing or Letter of Credit, the Revolving Credit Exposure will not exceed the Aggregate Revolving Commitment Amount; (e) the Borrower shall have delivered the required Notice of Borrowing; and (f) the Administrative Agent shall have received a Borrowing Request meeting such other documents, certificates or information as the requirements of Section 2.03Administrative Agent or the Required Lenders may reasonably request, all in form and substance reasonably satisfactory to the Administrative Agent or the Required Lenders. 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, extension or renewal or extension of a any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in paragraphs (a), (b), (c) and (bd) of this Section 4.023.2.

Each Credit Event. The obligation of each Lender to make a Loan subsequent to the Effective Date on the occasion of any Borrowing Borrowing, and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit, in each caseCredit subsequent to the Effective Date, is subject to the satisfaction of each of the following conditions: (a) The representations and warranties of the 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 or in all respects if the applicable to any representation or and warranty to the extent that it is already qualified or modified by materiality in the text thereofor 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 (applicable, except to the extent any that such representation or warranty representations and warranties expressly relates relate to an earlier date, in which case, case such representation or warranty 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), and the Administrative Agent shall have received a certificate to that effect dated such date and executed 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 Default or Event of Default shall have occurred and be continuing. (c) The Administrative Agent shall have received a Borrowing Request meeting the requirements of Section 2.03. Each Borrowing (provided that a conversion or a continuation of a Borrowing shall not constitute a “Borrowing” for purposes of this Section 4.02) subsequent to the Effective Date and each issuance, amendment, renewal or extension of a Letter of Credit subsequent to the Effective Date shall be deemed to constitute a representation and warranty by 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 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 (other than a conversion or continuation of any Loans without increasing the principal amount thereof), and of the Issuing Bank Banks to issue, amend, renew or extend any Letter of Credit, in each case, is subject to the satisfaction of each (or waiver in accordance with Section 9.02) of the following conditions: (a) The representations and warranties of the Borrower and each Loan Party Borrowers 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 or, in the case of any representation or warranty to the extent that it is already qualified or modified by materiality or Material Adverse Effect, in the text thereofall 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 (applicable, except to the extent any that such representation or warranty expressly relates representations and warranties specifically refer to an earlier date, in which case, such representation or warranty case they 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) as of such earlier date), and the Administrative Agent shall have received a certificate to that effect dated such date and executed 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 Default or Event of Default shall have occurred and be continuing. (c) The Administrative Agent shall have received a Borrowing Request meeting the requirements of Section 2.03. Each Borrowing (provided that other than a conversion or a continuation of a Borrowing shall not constitute a “Borrowing” for purposes of this Section 4.02any Loans without increasing the principal amount thereof) and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower Borrowers on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section 4.02Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (other than the continuation or conversion of Term Benchmark Loans), 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) The representations and warranties of the 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 which is already qualified as to materiality or modified by materiality reference to Material Adverse Effect shall be true and correct in the text thereofall 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 (applicable, except to the extent such representations and warranties expressly relate to any such representation or warranty expressly relates to an earlier date, in which case, 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 be true and correct in all material respects respects) as of such earlier date), and the Administrative Agent shall have received a certificate to that effect dated such date and executed 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 Default or Event of Default shall have occurred and be continuing. (c) The Administrative Agent shall have received a Borrowing Request meeting the requirements of Section 2.03. 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 a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section 4.02Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing Borrowing, and of the any Issuing Bank to issue, amend, renew or extend any Letter of Credit, in each case, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of each of the following conditions: (a) The representations and warranties of the Borrower and each Loan Party set forth in this Agreement or the other 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 (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 respects, in the text thereof) each 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 the case may be (except other than with respect to the extent any such representation or and warranty that expressly relates to an earlier date, in which case, case such representation or and warranty shall be true and correct, or true and correct in all material respects respects, as the case may be, as of such earlier date), and the Administrative Agent shall have received a certificate to that effect dated such date and executed 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 applicablethe case may be, no Default or Event of Default shall have occurred and be continuing. (c) The Administrative Agent shall have received a Borrowing Request meeting the requirements of Section 2.03. Each Borrowing (provided that a conversion or a continuation of a Borrowing shall not constitute a “Borrowing” for purposes of this Section 4.02Section) and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by Holdings and the Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section 4.02Section.

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, in each case, is subject to the satisfaction of each of the following conditions: (a) The representations and warranties of the 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 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 representation or warranty expressly relates to an earlier date, 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 received a certificate to that effect dated such date and executed 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 Default or Event of Default shall have occurred and be continuing. (cb) The Administrative Agent representations and warranties of the 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 have received a Borrowing Request meeting the requirements of Section 2.03. Each Borrowing be true and correct in all material respects (provided that a conversion or, if already qualified by materiality, Material Adverse Effect or a continuation similar qualification, true and correct in all respects) on and as of a the date of such Borrowing shall not constitute a “Borrowing” for purposes or the date of this Section 4.02) and each 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. (c) 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 Borrower on the date thereof as to the matters specified in paragraphs (aSections 6.02(a) and through (b) of this Section 4.02).

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, in each case, Credit is subject to the satisfaction of each of the following conditions: (a) The representations and warranties of the 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 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 representation or warranty expressly relates to an earlier date, 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 received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower. (b) At at the time of and immediately after giving effect to the making of such Borrowing Loan 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.; (cb) The Administrative Agent shall have received a Borrowing Request meeting at the requirements time of Section 2.03. Each Borrowing (provided that a conversion and immediately after giving effect to the making of such Loan or a continuation of a Borrowing shall not constitute a “Borrowing” for purposes of this Section 4.02) and each the issuance, amendment, renewal or extension of a 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 Borrower Borrowers on the date thereof as to the matters specified in paragraphs (a), (b) and (bc) of this Section 4.023.2.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing Borrowing, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit (an “Extension of Credit, in each case”), is subject to the satisfaction of each of the following conditions: (a) The representations and warranties of the Company and the 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 the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter Extension of Credit, as applicable ; provided that (except to the extent i) if any such representation or and warranty expressly relates to an earlier date, in which case, such representation or and warranty 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,” “Material Adverse Effect” or similar language shall be true and correct in all respects on the Administrative Agent shall have received a certificate date of such Extension of Credit and (iii) the Borrower may update Schedule 3.18(a) and Schedule 3.18(b) from time to that effect dated such date time to make the representations set forth in Section 3.18 true and executed by a Financial Officer of the Borrowercorrect. (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 Default or Event of Default shall have occurred and be continuing. (c) The Administrative Agent shall have received a Borrowing Request meeting Request, including a certification of a Financial Officer of the requirements Borrower as to compliance with the financial covenants set forth in Section 6.13(a), (b), (d), (f) and (g) on a pro-forma basis on the date of Section 2.03such Extension of Credit after giving effect to such Extension of Credit. 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 a Letter Extension of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section 4.02Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing Borrowing, 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) The representations and warranties of the Borrower and each Loan Party Parties 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 with the extent that it is already qualified or modified by materiality in the text thereof) 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 (except to the extent it being understood and agreed that any such representation or warranty expressly relates which by its terms is made as of a specified date shall be required to an earlier date, in which case, such representation or warranty shall be true and correct in all material respects only as of such earlier specified date), and the Administrative Agent that any representation or warranty which is subject to any materiality qualifier shall have received a certificate be required to that effect dated such date be true and executed by a Financial Officer of the Borrowercorrect 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 or Event of Default shall have occurred and be continuing. (c) After giving effect to any Borrowing or the issuance, amendment, renewal or extension of any Letter of Credit, Availability shall not be less than zero. (d) The Administrative Agent Borrower shall have received a Borrowing Request meeting certify, (i) if prior to the requirements of FCCR Covenant Trigger, compliance with Section 2.036.14 and (ii) if subsequent to the FCCR Covenant Trigger, compliance with Section 6.13. 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 a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower Borrowers on the date thereof as to the matters specified in paragraphs (a), (b), (c) and (bd) of this Section 4.02Section.

Each Credit Event. The obligation of each Lender to make a Revolving Loan on the occasion of any Borrowing Borrowing, and of the Issuing Bank Banks 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) The representations and warranties of the Borrower and each Loan Party Borrowers set forth in this Agreement or the (other Loan Documents than those set forth in Sections 3.04(b), 3.04(c), 3.05 and 3.14) 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 the date of such Borrowing or the date of such issuance, amendment, renewal or extension of such a Letter of Credit, as applicable (except to the extent any such representation or warranty expressly relates to an earlier date, 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 received a certificate to that effect dated such date and executed by a Financial Officer of the Borrowerapplicable. (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 Default or Event of Default shall have occurred and be continuing. (c) The Administrative Agent With respect to each requesting Borrower that is a Foreign Subsidiary, each Lender shall have received submitted the completed and executed documentation and had accepted by the relevant Governmental Authority such documentation necessary for it be exempt from, or eligible for a Borrowing Request meeting reduction in, withholding tax under the requirements laws of Section 2.03the jurisdiction in which such Borrower is located. 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 a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower Borrowers on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section 4.02Section. 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 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 Borrowing, and of the Issuing Bank Banks 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) The representations and warranties of the Borrower and each Loan Party Borrowers 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 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 applicable; provided, that any such representation representations and warranties that are qualified as to “materiality” or warranty expressly relates “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, in which case, such representation date or warranty period shall be true and correct in all material respects as of such earlier datedate or for the respective period, as the case may be), and the Administrative Agent shall have received a certificate to that effect dated such date and executed 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 Default or Event of Default shall have occurred and be continuing. (c) The Administrative Agent shall have received a Availability is not less than the amount of the proposed Borrowing Request meeting the requirements or Letters of Section 2.03Credit. 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 a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower Borrowers on the date thereof as to the matters specified in paragraphs (a), (b) and (bc) of this Section 4.02Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing and of the Issuing Bank to issue, amend, renew amend or extend any Letter of Credit, in each case, is subject to the satisfaction of each of the following conditions: (a) The representations and warranties of the 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 the date of such Borrowing or the date of issuance, amendment, renewal amendment or extension of such Letter of Credit, as applicable (except to the extent any such representation or warranty expressly relates to an earlier date, in which case, such representation or warranty shall be true and correct in all material respects (or all respects, as applicable) as of such earlier date), and the Administrative Agent shall have received a certificate to that effect dated such date and executed 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 amendment or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing. (c) The Administrative Agent shall have received a Borrowing Request meeting the requirements of Section 2.03. Each Borrowing (provided that a conversion or a continuation of a Borrowing shall not constitute a “Borrowing” for purposes of this Section 4.024.04) (in the case of any Incremental Loan, subject to Section 2.22(b) and, in the case of any Borrowing to finance a Limited Condition Transaction, subject to Section 1.14(g)) and each issuance, amendment, renewal amendment or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section 4.024.04.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing 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, case is subject to the satisfaction of each of the following conditions: (a) The representations and warranties of the Borrower and each Loan Party Parties set forth in this Agreement or the any other Loan Documents Document 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 the date of such Borrowing or the date of issuance, amendmentas the case may be, renewal or extension of such Letter of Credit, as applicable except (except i) to the extent that any such representation or warranty expressly relates specifically refers to an earlier date, in which case, such representation or warranty case they shall be true and correct in all material respects as of such 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 this Section 4.02, the 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), (b) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower(c). (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) The After giving effect to any Borrowing or issuance, Availability is not less than zero. (d) In the case of any such Borrowing, the Administrative Agent shall have received a Borrowing Request meeting pursuant to Section 2.03 and, in the requirements case of any such Letter of Credit, the Administrative Agent and Issuing Bank shall have received all documentation pursuant to Section 2.032.06(e). Each such 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 a Letter of Credit issuance shall be deemed to constitute a representation and warranty by the Borrower Borrowers on the date thereof as to the matters specified in paragraphs Sections 4.02(a), (a) b), (c), and (b) of this Section 4.02d).

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 Borrowing, and of the Issuing Bank Banks to issue, amend, renew review or extend any Letter of Credit, in each case, is subject to the satisfaction of each of the following conditions: (a) The representations and warranties of the Borrower and each Loan Party set forth in this Agreement or and 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 the date of such Borrowing Borrowing, or the date of issuance, amendment, renewal extension or extension increase of such Letter of Credit, as applicable applicable, except that (except 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 representation or warranty expressly relates representations and warranties specifically refer to an earlier date, in which case, such representation or warranty they shall be true and correct in all material respects as of such earlier date), and the Administrative Agent shall have received a certificate to that effect dated such date and executed (iii) to the extent that such representations and warranties are already qualified or modified by a Financial Officer materiality or words of similar effect in the Borrowertext 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 Default or Event of Default shall have occurred and be continuing. (c) The Administrative Agent shall have received a Borrowing Request meeting Request. (d) The Issuing Banks shall have received all documentation and assurances required under Section 2.20 or otherwise as shall be reasonably required by it in connection therewith. (e) In the requirements case of Section 2.03. Each Borrowing (provided that a conversion any Borrowing, or a continuation of a Borrowing shall not constitute a “Borrowing” for purposes of this Section 4.02) and each issuance, amendment, renewal extension or extension 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 a Letter of Credit, as applicable, Liquidity shall not be less than $1,500,000,000. Each Borrowing or issuance, amendment, extension or increase of a Letter of Credit, as applicable, shall be deemed to constitute a representation and warranty by the Borrower on that the date thereof as to the matters conditions specified in paragraphs (a) and (b) of this Section 4.024.02 have been satisfied as of the date thereof.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing Borrowing, 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) The representations and warranties of the 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 for any representation or and warranty to the extent that it is already qualified or modified by materiality or reference to Material Adverse Effect, which such representation and warranty shall be true and correct in the text thereof) 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 (applicable, except to the extent any such representation or warranty expressly relates is stated to relate solely to an earlier date, in which case, case such representation or warranty 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 such earlier date), and the Administrative Agent shall have received a certificate to that effect dated such date and executed 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 Default or Event of Default shall have occurred and be continuing. (c) The Administrative Agent shall have received a Borrowing Request meeting the requirements of Section 2.03. 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 a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section 4.02Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit, in each case, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of each of the following conditions: (a) The representations and warranties of the 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 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 unless a representation or warranty expressly relates to an earlier is made as of a specific date, in which case, case such representation or warranty shall be remain true and correct in all material respects as of such earlier specified date), and the Administrative Agent shall have received a certificate to that effect dated such date and executed 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 Default or Event of Default shall have occurred and be continuing. (c) The Administrative Agent 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 received a Borrowing Request meeting occurred. (d) The Interim Order or the requirements of Section 2.03Final Order, as applicable, shall be in full force and effect, and shall not have been stayed, reversed, modified or amended in any respect that the Required Lenders reasonably determine to be adverse to their interests. Each Borrowing (provided that a conversion or a continuation of a Borrowing shall not constitute a “the Borrowers, in connection with each Borrowing” for purposes of this Section 4.02) , and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation have represented and warranty by the Borrower warranted on the date thereof as to that the matters conditions specified in paragraphs (a) and (b) of this Section 4.024.03 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 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 (except for the Borrowings 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, in each case, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of each of the following conditions: (a) The representations and warranties of the 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 or, in the text thereofcase of representations and 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 (applicable, except to in the extent case of any such representation or and warranty that expressly relates to an earlier a prior date, in which case, case such representation or and warranty shall be true and correct in all material respects (or in all respects, as applicable) as of such earlier date), and the Administrative Agent shall have received a certificate to that effect dated such date and executed 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 Default or Event of Default shall have occurred and be continuing. (c) The Borrower shall have delivered to the Administrative Agent shall have received a request for Borrowing Request meeting that complies with the requirements of set forth in Section 2.03. . (d) Each Borrowing (provided that a conversion or a continuation of a Borrowing shall not constitute a “Borrowing” for purposes of this Section 4.02) (other than as set forth above in this Section with respect to a Borrowing under any Incremental Facility the proceeds of which are used to finance a Limited Condition Transaction), 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 as to the matters specified in paragraphs (a) and (b) of this Section 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 (other than the continuation or conversion of Eurodollar Loans), 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) The representations and warranties of the 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 which is already qualified as to materiality or modified by materiality reference to Material Adverse Effect shall be true and correct in the text thereofall 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 (applicable, except to the extent such representations and warranties expressly relate to any such representation or warranty expressly relates to an earlier date, in which case, 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 be true and correct in all material respects respects) as of such earlier date), and the Administrative Agent shall have received a certificate to that effect dated such date and executed 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 Default or Event of Default shall have occurred and be continuing. (c) The Administrative Agent shall have received a Borrowing Request meeting the requirements of Section 2.03. 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 a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section 4.02Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing Borrowing, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, in each case, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of each of the following conditions: (a) The representations and warranties of the Borrower and each Loan Party set forth in this Agreement or the other Loan Documents (other than, on the Effective Date, the representation and warranty set forth in Section 3.04(d)) 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 the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable the case may be (except to the extent that any such representation or and warranty expressly relates to an earlier date, in which case, case such representation or and warranty shall be have been true and correct in all material respects as of such earlier date), and the Administrative Agent shall have received a certificate to that effect dated such date and executed 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 applicablethe case may be, no Default or Event of Default shall have occurred and be continuing. (c) The Administrative Agent delivery of a certificate by a Financial Officer to the effect that such Loan shall have received a Borrowing Request meeting constitute “Senior Indebtedness” and “Designated Senior Indebtedness” under and as defined in the requirements of Section 2.03Convertible Notes Documents. Each Borrowing (provided that a conversion or a continuation of a Borrowing shall not constitute a “Borrowing” for purposes of this Section 4.02Section) 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 as to the matters specified in paragraphs (a) and (b) of this Section 4.02Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion or participate in any Extensions of any Borrowing and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, in each case, is Credit are subject to the satisfaction of each of the following conditionsconditions precedent on the relevant borrowing date: (a) The at the time of and immediately after giving effect to such Borrowing, no Default or Event of Default shall exist and be continuing or would result from such Extension of Credit; (b) at the time of and immediately after giving effect to such Borrowing, all representations and warranties of the 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 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 (i) for those representations and warranties that are qualified by materiality, in which such case such representations and warranties shall be true and correct without qualification and (ii) to the extent any that such representation or warranty expressly relates to an earlier date, date (in which case, event such representation or and warranty shall be true and correct in all material respects as of such earlier date), and the Administrative Agent shall have received a certificate to that effect dated such date and executed 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 Default or Event of Default shall have occurred and be continuing.); (c) The Administrative Agent since the date of the financial statements of the Borrowers described in Section 5.17, there shall have received been no change which has had or could reasonably be expected to have a Borrowing Request meeting Material Adverse Effect; and (d) except as otherwise provided herein (including any Sweep Arrangement pursuant to Section 2.27), the requirements applicable Borrower shall have delivered the required Notice of Section 2.03Borrowing. Each Borrowing (provided that a conversion or a continuation of a including any Borrowing shall not constitute a “Borrowing” for purposes of this pursuant to Section 4.022.27) and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower Borrowers on the date thereof as to the matters specified in paragraphs (a), (b) and (bc) of this Section 4.024.2.

Each Credit Event. The obligation of each Lender to make a any Loan on the occasion of any Borrowing and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, in each case, Credit is subject to receipt of the request therefor in accordance herewith and to the satisfaction of each of the following conditions: (a) The representations and warranties of the 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 to the extent any such materiality qualifier shall not be applicable to any representation or warranty to the extent that it is already qualified by “materially,” “Material Adverse Effect” or modified by materiality a similar term, in the text thereofwhich 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 (applicable, except to the extent any such representation or warranty representations and warranties expressly relates relate to an earlier date, date (in which case, case such representation or warranty representations and warranties shall be true and correct (or true and correct in all material respects respects, as the case may be) as of such earlier date), and the Administrative Agent shall have received a certificate to that effect dated such date and executed 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 Default or Event of Default shall have occurred and be continuing. (c) The Administrative Agent shall have received a Borrowing Request meeting the requirements of Section 2.03. 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 a Letter of Credit shall be deemed to constitute a representation and warranty by Holdings and the Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section 4.02.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing date, and of the Issuing Bank to issue, amendincrease, renew or extend any Letter of Credit, in each caseCredit on any date, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of each of the following conditions: (a) The representations and warranties of the 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 the date of such Borrowing Loan is made or the date of issuance, amendmentincrease, renewal or extension of such Letter of Credit, as applicable (applicable, except to the extent any such representation or warranty representations and warranties expressly relates relate to an earlier date, date (in which case, case such representation or warranty 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 the Administrative Agent shall have received warranties contained in Section 3.04(d), solely in connection with a certificate request of a Lender to that effect dated such date and executed by make a Financial Officer Revolving Loan or a request of the BorrowerIssuing 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 or Event of Default shall have occurred and be continuing. (c) The Administrative Agent shall have received a Borrowing Request meeting the requirements of Section 2.03. Each Borrowing (provided that a conversion or a continuation funding of a Borrowing shall not constitute a “Borrowing” for purposes of this Section 4.02) Loans and each issuance, amendmentincrease, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by Holdings and the Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section 4.02Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing and is subject to receipt of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, request therefor in each case, is subject accordance herewith and to the satisfaction of each 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) The representations and warranties of the Borrower and each Loan Party and the Blocked Borrower 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 the date of such Borrowing or the date of issuanceBorrowing; provided that, amendment, renewal or extension of such Letter of Credit, as applicable (except to the extent any that such representation or warranty expressly relates representations and warranties specifically refer to an earlier date, in which case, such representation or warranty they shall be true and correct in all material respects as of such earlier date); provided further that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on the date of such credit extension or on such earlier date, and as the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower.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 Default or Event of Default shall have occurred and be continuing. (c) The Administrative Agent shall have received a Borrowing Request meeting the requirements of Section 2.03. Each Borrowing (provided that a conversion or a continuation of a Borrowing shall not constitute a “Borrowing” for purposes of this Section 4.02Section) and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower and the Blocked Borrower on the date thereof of the applicable Borrowing as to the matters specified in paragraphs clauses (a) and (b) of this Section 4.02Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing Borrowing, 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) The representations and warranties of the Borrower and each Loan Party set forth in this Agreement or the other Loan Documents 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 (except that such materiality qualifier shall not be applicable with respect to any representation or warranty representations and warranties without qualifications as to the extent that it is already qualified or modified by materiality in the text thereof) 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 applicable (applicable, except to the extent any such representation or warranty expressly relates representations and warranties specifically relate to an earlier date, in which case, case such representation or warranty representations and warranties shall be have been true and correct in all material respects on and as of such earlier date), and the Administrative Agent shall have received a certificate to that effect dated such date and executed 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 Default or Event of Default shall have occurred and be continuing. (c) The Administrative Agent shall All conditions under the 2007 Indenture required thereunder for the extension of such Borrowing to the Borrower have received a Borrowing Request meeting the requirements of Section 2.03been satisfied in full. 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 a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in paragraphs clauses (a) and through (bc) of this Section 4.02Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing Borrowing, and of the Issuing Bank Lender 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) The representations and warranties of the Borrower and each Loan Party Borrowers set forth in this Agreement or the 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 (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 the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable (except applicable; provided, that to the extent any such representation or warranty expressly relates to an earlier representations and warranties were made as of a specific date, in which case, such representation or warranty the same shall be required to remain true and correct in all material respects as of such earlier specific date), . (b) No Material Adverse Effect shall have occurred since the date of the most recent Borrowing. (c) The Administrative Agent shall have received a Borrowing Request as required by Section 2.03 or the Issuing Lender and the Administrative Agent shall have received a certificate to that effect dated such date and executed request for the issuance of a Letter of Credit as required by a Financial Officer of the Borrower.Section 2.04(b); (bd) At the time of of, and immediately after giving effect to 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) The Administrative Agent shall have received a Borrowing Request meeting the requirements of Section 2.03. 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 a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower Borrowers on the date thereof as to the matters specified in paragraphs (a), (b), (c) and (bd) of this Section 4.02.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (but not on the occasion of any interest election pursuant to Section 2.07 that does not increase the outstanding principal amount of the Loans of any Lender), 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) In the case of a Borrowing of Revolving Loans, the Administrative Agent shall have received a Borrowing Request for such Borrowing in accordance with Section 2.03; in the case of a Borrowing of Competitive Loans, Borrower shall have accepted the Competitive Bid or Bids in respect of such Loans in accordance with Section 2.04; or, in the case of Letters of Credit, except with respect to the renewal of any Letter of Credit that provides for automatic renewal pursuant to the terms of Section 2.05(c), the Issuing Bank and the Administrative Agent shall have received the appropriate notices, applications or other information required in connection with such request in accordance with Section 2.05. (b) The representations and warranties of the 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 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 representation or warranty expressly relates to an earlier date, 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 received a certificate to that effect dated such date and executed by a Financial Officer of the Borrowerapplicable. (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 Default or Event of Default shall have occurred and be continuing. (c) The Administrative Agent shall have received a Borrowing Request meeting the requirements of Section 2.03. 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 a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in paragraphs (ab) and (bc) of this Section 4.02Section.

Each Credit Event. The obligation of each Lender to make a any Loan on the occasion of any Borrowing and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, in each case, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of each of the following conditions: (a) The representations and warranties of the 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 to the extent any such materiality qualifier shall not be applicable to any representation or warranty to the extent that it is already qualified by “materially,” “Material Adverse Effect” or modified by materiality a similar term, in the text thereofwhich 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 (applicable, except to the extent any such representation or warranty representations and warranties expressly relates relate to an earlier date, date (in which case, case such representation or warranty representations and warranties shall be true and correct (or true and correct in all material respects respects, as the case may be) as of such earlier date), and the Administrative Agent shall have received a certificate to that effect dated such date and executed 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 Default or Event of Default shall have occurred and be continuing. (c) The Administrative Agent shall have received a Borrowing Request meeting the requirements of Section 2.03. 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 a Letter of Credit shall be deemed to constitute a representation and warranty by Holdings and the Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section 4.02Section.

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 and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, in each case, Credit is subject to receipt of the request therefor in accordance herewith and to the satisfaction of each of the following conditions: (a) The representations and warranties of the Borrower and each Loan Party set forth in this Agreement or the other 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 (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 the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable the case may be (except to the extent that any such representation or and warranty expressly relates to an earlier date, in which case, case such representation or and warranty shall be have been true and correct in all material respects as of such earlier date), and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer except that after the Effective Date the representation and warranty set forth in Section 5.2 shall be deemed to refer to the date of the Borrowermost 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 Default or Event of Default shall have occurred and be continuing. (c) The Administrative Agent shall have received a Borrowing Request meeting the requirements of Section 2.03. Each Borrowing (provided that a conversion or a continuation of a Borrowing shall not constitute a “"Borrowing” " for purposes of this Section 4.02) Section), other than a Certain Funds Loan, and each issuance, amendment, renewal or extension of a Letter of Credit Credit, shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section 4.02Section.

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) The 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) On the date of the initial funding, the representations and warranties of the Borrower and each Loan Party Obligors set forth in this Agreement or and in the other Loan Documents shall be true and correct, 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 the initial funding, such representations and warranties shall continue to be true and correct as of such specified earlier date. (c) Except for the initial funding, the representations and warranties of the 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 to the extent that it 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 (applicable, except to the extent any such representation or warranty representations and warranties are expressly relates limited to an earlier date, in which case, such representation or warranty shall be true on and correct in all material respects as of such earlier date), and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower. (b) 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, as applicable, no Default or Event such representations and warranties shall continue to be true and correct in all material respects as of Default shall have occurred and be continuingsuch specified earlier date. (cd) The receipt by the Administrative Agent shall have received of a Borrowing Request meeting the requirements of in accordance with Section 2.03. Each Borrowing (provided that a conversion 2.03 or a continuation of a Borrowing shall not constitute a “Borrowing” request for purposes of this Section 4.02) and each the issuance, amendment, renewal or extension of a Letter of Credit, as applicable, in accordance with Section 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 Borrower on the date thereof as to the matters specified in paragraphs (aSection 6.02(a) and (b6.02(b) of this Section 4.02or 6.02(c), as applicable.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing Borrowing, and of the each 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) The representations and warranties of the Borrower and each Loan Party Parties set forth in this Agreement or (other than the other Loan Documents representations and warranties set forth in Sections 3.06 and 3.08(a)) 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 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 representation or warranty expressly relates to an earlier date, 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 received a certificate to that effect dated such date and executed by a Financial Officer of the Borrowerapplicable. (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) The Administrative Agent shall have received a notice of such Borrowing Request meeting or the requirements issuance, amendment, renewal or extension of such Letter of Credit as required by Section 2.03, 2.04 or 2.05(b). 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 a any Letter of Credit Credit, shall be deemed to constitute a representation and warranty by the Borrower Loan Parties on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section 4.02and 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) shall not exceed the maximum amount thereof (or 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 any Loan on (other than the occasion of any Borrowing 2021 Incremental Loans, the conditions 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, in each case, is subject to the satisfaction of each of the following conditions: (a) The representations and warranties of Holdings and the 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 the date of such Borrowing Loan or the date of issuance, amendment, renewal issuance or extension increase of such Letter of Credit, as applicable applicable, except that (except i) to the extent any that such representation or warranty expressly relates representations and warranties specifically refer to an earlier date, in which case, such representation or warranty representations and warranties shall be true and correct in all material respects as of such earlier date), (ii) any representation and the Administrative Agent warranty that is qualified as to “materiality” or “Material Adverse Effect” shall have received a certificate to that effect dated such date be true and executed by a Financial Officer of the Borrowercorrect 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 or Event of Default shall have occurred and be continuingcontinuing on such date. (c) The Administrative Agent Borrower shall have received delivered a completed Borrowing Request meeting or application for a Letter of Credit, as applicable. (d) In the requirements of Section 2.03. Each Borrowing (provided that a conversion or a continuation case of a Borrowing shall not constitute a “Borrowing” for purposes of this Section 4.02) to be denominated in an Alternative Currency, such currency remains an Eligible Currency. Each Loan and each issuance, amendment, renewal issuance or extension increase of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in paragraphs clauses (a) and (b) of this Section 4.02.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (but excluding any conversion or continuation of any Loan), 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) 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 set forth contained in this Agreement or the each other Loan Documents 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 (except that such materiality qualifier shall not be applicable to or, in the case of any representation or warranty to the extent that it is already qualified or modified by materiality or Material Adverse Effect, in the text thereofall respects) on and as of the date of such Borrowing or the date of issuanceCredit Event, amendment, renewal or extension of such Letter of Credit, as applicable (except to the extent any that such representation or warranty expressly relates representations and warranties specifically refer to an earlier date, in which case, such representation or warranty case they shall be true and correct in all material respects as of such earlier date), and the Administrative Agent shall have received a certificate to that effect dated such date and executed 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 Default or Event of Default shall have occurred and be continuing. (c) The Administrative Agent shall have received a Borrowing Request meeting the requirements of Section 2.03. 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 a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower Borrowers on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section 4.02Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing Borrowing, and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit, in each case, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of each of the following conditions: (a) The representations and warranties of the 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 the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable the case may be (except in each case, unless such date is the Effective Date); provided that, to the extent any that such representation or warranty expressly relates representations and warranties specifically refer to an earlier date, in which case, such representation or warranty they shall be true and correct in all material respects as of such earlier date); provided further that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on the date of such credit extension or on such earlier date, and as the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrowercase 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 Default or Event of Default shall have occurred and be continuing. continuing (c) The Administrative Agent other than, in the case of any Borrowing or issuance, amendment, renewal or extension of a Letter of Credit on the Effective Date; provided that on the Effective Date no Default or Event of Default resulting solely from the breach of any Specified Representation shall have received a Borrowing Request meeting the requirements of Section 2.03occurred and be continuing). Each Borrowing (provided that a conversion or a continuation of a Borrowing shall not constitute a “Borrowing” for purposes of this Section 4.02Section) and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by Holdings and the Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section 4.02Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing Borrowing, and of the Issuing Bank Banks to issue, increase, amend, renew or extend any a Letter of Credit, in each case, is subject to the satisfaction of each of the following conditions: (a) The representations and warranties of the Borrower and each Loan Party set forth in this Agreement or the other 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 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 the date of such Borrowing or the date of such issuance, increase, amendment, renewal or extension of such Letter of Creditextension, as applicable (applicable, except to the extent any such representation or warranty expressly relates representations and warranties specifically relate to an earlier date, in which case, case such representation or warranty representations and warranties shall be have been true and correct in all material respects on and as of such earlier date), and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower. (b) At the time of and immediately after giving effect to such Borrowing or the such issuance, increase, amendment, renewal or extension of such Letter of Creditextension, as applicable, no Default or Event of Default shall have occurred and be continuing. (c) The Administrative Agent shall have received a Borrowing Credit Request meeting the requirements and such other documentation and assurances as shall be reasonably required by it in connection herewith. (d) Such Loan or Letter of Section 2.03Credit shall not be prohibited by any applicable law, rule or regulation. 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, increase, 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 as to the matters specified in paragraphs (a) and (b) of this Section 4.02Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing Borrowing, and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit, in each case, case other than on the Effective Date is subject to receipt of the request therefor in accordance herewith and to the satisfaction of each of the following conditions: (a) The representations and warranties of the 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 the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable the case may be (except in each case, unless such date is the Effective Date); provided that, to the extent any that such representation or warranty expressly relates representations and warranties specifically refer to an earlier date, in which case, such representation or warranty they shall be true and correct in all material respects as of such earlier date); provided further that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on the date of such credit extension or on such earlier date, and as the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrowercase 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 (unless such Borrowing is on the Effective Date), no Default or Event of Default shall have occurred and be continuing. (c) The Administrative Agent shall have received a Borrowing Request meeting the requirements of Section 2.03. Each Borrowing (provided that a conversion or a continuation of a Borrowing shall not constitute a “Borrowing” for purposes of this Section 4.02Section) and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Holdings and each Borrower on the date thereof as to the matters specified in paragraphs clauses (a) and (b) of this Section 4.02Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit, in each case, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of each of the following conditions: (a) The representations and warranties of the 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 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 unless a representation or warranty expressly relates to an earlier is made as of a specific date, in which case, case such representation or warranty shall be remain true and correct in all material respects as of such earlier specified date), and the Administrative Agent shall have received a certificate to that effect dated such date and executed 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 Default or Event of Default shall have occurred and be continuing. (c) The Administrative Agent 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 received a Borrowing Request meeting occurred. (d) Each of the requirements of Section 2.03. Each Borrowing (provided that a conversion or a continuation of a Borrowing shall not constitute a “Borrowers, in connection with each Borrowing” for purposes of this Section 4.02) , and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation have represented and warranty by the Borrower warranted on the date thereof as to that the matters conditions specified in paragraphs (a) and (b) of this Section 4.024.02 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 rights of the Administrative Agent, the Issuing Bank or any Lender.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing Borrowing, and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit, Credit (other than in each caseconnection 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 each of the following conditions: (a) The representations and warranties of the 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 the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable (except the case may be before and after giving effect to such Borrowing or issuance, 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 any that such representation or warranty expressly relates representations and warranties specifically refer to an earlier datedate or period, in which case, such representation or warranty they shall 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 true 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), and the Administrative Agent shall have received a certificate to that effect dated such date and executed 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 applicablethe case may be, no Default or Event of Default shall have occurred and be continuing. (c) The Administrative Agent shall have received a Notice of Borrowing Request meeting the requirements of Section 2.03in accordance with Article II hereof. Each Borrowing (provided that a conversion or a continuation of a Borrowing shall not constitute a “Borrowing” for purposes of this Section 4.02Section) 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 as to the matters specified in paragraphs (a) and (b) of this Section 4.02Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, in each case, is subject to receipt of the borrowing request therefor in accordance herewith and to the satisfaction of each of the following conditions: (a) The representations and warranties of the 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 the date of such Borrowing or (unless such date is the date of issuanceEffective Date); provided that, amendment, renewal or extension of such Letter of Credit, as applicable (except to the extent any that such representation or warranty expressly relates representations and warranties specifically refer to an earlier date, in which case, such representation or warranty they shall be true and correct in all material respects as of such earlier date); provided further that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on the date of such credit extension or on such earlier date, and as the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrowercase 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 Default or Event of Default shall have occurred and be continuing. (c) The Administrative Agent shall have received a Borrowing Request meeting the requirements of Section 2.03. Each Borrowing (provided that a conversion or a continuation of a Borrowing shall not constitute a “Borrowing” for purposes of this Section 4.02Section) and each issuance, amendment, renewal or extension of a Letter of Credit (other than any Borrowing on the Effective Date) shall be deemed to constitute a representation and warranty by 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 4.024.02 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 Borrowing, 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) The representations and warranties of the Borrower and each Loan Party Parties 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 or, in the case of any representation or warranty to the extent that it is already representations and warranties qualified or modified by materiality in or Material Adverse Effect, all respects) with the text thereof) 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 (except to the extent it being understood and agreed that any such representation or warranty expressly relates which by its terms is made as of a specified date shall be required to an earlier date, in which case, such representation or warranty 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, all respects) only as of such earlier specified date), and the Administrative Agent shall have received a certificate to that effect dated such date and executed 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, (i) no Default or Event of Default shall have occurred and be continuingcontinuing and (ii) no Protective Advance shall be outstanding. (c) The Administrative Agent After giving effect to any Borrowing or the issuance, amendment, renewal or extension of any Letter of Credit, Availability shall not be less than zero. (d) No event shall have received occurred and no condition shall exist which has or could be reasonably expected to have a Borrowing Request meeting the requirements of Section 2.03Material Adverse Effect. 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 a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower Borrowers on the date thereof as to the matters specified in paragraphs (a), (b), (c) and (d) of this Section. Notwithstanding the failure to satisfy the conditions precedent set forth in paragraphs (a) or (b) of this Section 4.02Section, 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 Borrowing, and of the Issuing Bank Banks to issue, amend, renew or extend make any Letter of Credit, in each caseLC Credit Extension, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of each of the following conditions: (a) The the representations and warranties of the 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 and in all respects if qualified or modified by materiality in the text thereofmateriality) 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 the case may be (except to the extent that any such representation or and warranty expressly relates to an earlier date, in which case, case such representation or and warranty shall be have been true and correct in all material respects (and in all respects if qualified by materiality) as of such earlier date), and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower. (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 applicablethe case may be, no Default or Event of Default shall have occurred and be continuing. (c) The the Administrative Agent shall have received a Borrowing Request meeting the requirements or Letter of Section 2.03Credit 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 a Letter of LC Credit Extension shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section 4.02Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing Borrowing, and of the Issuing Bank Lender 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) The representations and warranties of the Borrower and each Loan Party the Restricted Subsidiaries set forth in this Agreement or the 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 (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 the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable (except 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 expressly relates to an earlier date, in which caseis qualified by Material Adverse Effect or materiality qualifier, such representation or warranty shall be true and correct in all material respects as of such earlier date), and the respects. (b) No Material Adverse Effect shall have occurred; (c) The Administrative Agent shall have received a certificate to that effect dated such date Borrowing Request as required by Section 2.03 or the Administrative Agent and executed the Issuing Lender shall have received a request for the issuance of a Letter of Credit as required by a Financial Officer of the Borrower.Section 2.05(b); and (bd) 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) The Administrative Agent shall have received a Borrowing Request meeting the requirements of Section 2.03. 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 a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in paragraphs (a) ), (b), and (bd) of this Section 4.02.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing Borrowing, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, in each case, Credit is subject to the satisfaction of each of the following conditions: (a) The representations and warranties of the Borrower and each Loan Party Obligors set forth in this Agreement or the 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 (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 the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable (except applicable; provided, that to the extent any such representation or warranty expressly relates to an earlier representations and warranties were made as of a specific date, in which case, such representation or warranty the same shall be required to remain true and correct in all material respects as of such earlier specific date), and . (b) No Material Adverse Effect shall have occurred since the Effective Date. (c) The Administrative Agent shall have received a certificate to that effect dated such date and executed request for a Borrowing as required by Section 2.03 or Section 2.04 or a Financial Officer request for the issuance, amendment, renewal or extension of the Borrower.a Letter of Credit as required by Section 2.05(b); (bd) 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) The Administrative Agent shall have received a Borrowing Request meeting the requirements of Section 2.03. 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 a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in paragraphs (a), (b) and (bd) of this Section 4.02.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing Borrowing, 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) The representations and warranties of the Borrower and each Loan Party set forth in this Agreement or and contained in each of 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 the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable applicable, except that (except i) for purposes of this Section 4.2, the representations and warranties contained in Section 3.4(a) shall be deemed to refer to the extent any such representation or warranty expressly relates most recent annual and quarterly financial statements furnished pursuant to an earlier dateSections 5.1(a) and (b), respectively and (ii) the representations and warranties contained in which case, such representation or warranty shall Sections 3.4(b) and 3.6 need only be true and correct in all material respects and shall only be made as of such earlier date), and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrowerthis Agreement. (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) The Administrative Agent and, if applicable, the Issuing Bank or the Swingline Lender shall have received a Borrowing Request meeting for Credit Extension in accordance with the requirements hereof. (d) In the case of Section 2.03a Borrowing to be denominated in an Alternative Currency, there shall not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which, in the reasonable opinion of the Administrative Agent or the Required Lenders, would make it impracticable for such Borrowing to be denominated in the relevant Alternative Currency. 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 a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower (or with respect to a Letter of Credit Application, any applicable Subsidiary) on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section 4.02Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing Borrowing, and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit, in each case, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of each of the following conditions: (a) The Administrative Agent shall have received a notice of such Borrowing as required by Sections 2.03 or 2.05, as applicable (b) The representations and warranties of the 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 the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable (except the case may be; provided that, to the extent any that such representation or warranty expressly relates representations and warranties specifically refer to an earlier date, in which case, such representation or warranty they shall be true and correct in all material respects as of such earlier date); provided further that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on the date of such credit extension or on such earlier date, and as the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrowercase may be. (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 applicablethe case may be, no Default or Event of Default shall have occurred and be continuing. (c) The Administrative Agent shall have received a Borrowing Request meeting , unless otherwise agreed by the requirements of Section 2.03Required Lenders. Each Borrowing (provided that a conversion or a continuation of a Borrowing shall not constitute a “Borrowing” for purposes of this Section 4.02Section) 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 as to the matters specified in paragraphs (a), (b) and (bc) of this Section 4.02Section.

Each Credit Event. The obligation of each Lender to make a any Loan on the occasion of any Borrowing and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, in each caseincluding, without limitation, on the Restatement Effective Date, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of each of the following conditions: (a) The representations and warranties of the 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 to the extent any such materiality qualifier shall not be applicable to any representation or warranty to the extent that it is already qualified by “materially”, “Material Adverse Effect” or modified by materiality a similar term, in the text thereofwhich 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 (applicable, except to the extent any such representation or warranty representations and warranties expressly relates relate to an earlier date, date (in which case, case such representation or warranty representations and warranties shall be true and correct (or true and correct in all material respects respects, as the case may be) as of such earlier date), and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower. (b) (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) The Administrative Agent shall have received a Borrowing Request meeting the requirements of Section 2.03. 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 a Letter of Credit shall be deemed to constitute a representation and warranty by Holdings and the Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section 4.02.