11 Effective Date and after giving effect to this Eleventh Amendment, and the making of the New 2023 Refinancing Term Loans, (i) no Default or Event of Default shall have occurred and be continuing and (ii) all of the representations and warranties of each Loan Party contained in this Eleventh Amendment, the Credit Agreement and the other Loan Documents shall be true and correct in all material respects before and after the effectiveness of this Eleventh Amendment and the making of the New 2023 Refinancing Term Loans or the application of the proceeds thereof provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on and as of the Amendment No. WHEREAS, pursuant to Section 2.15 of the Credit Agreement, the Borrower has requested that (i) the New 2023 Refinancing Term Loan Lenders listed on the New 2023 Refinancing Term Loan Commitment Schedule (as defined below) provide New 2023 Refinancing Term Loans under the Credit Agreement and (ii) certain lenders who are currently Lenders with respect to Existing Term Loans under the Credit Agreement (each, a “ Converting Lender ”), convert all of their outstanding Existing Term Loans into New 2023 Refinancing Term Loans (each such New 2023 Refinancing Term Loan, a “ Converting Term Loan ”) in the same aggregate principal amount as such Converting Lender’s Existing Term Loan (or such lesser amount as specified by the Administrative Agent) simultaneously with the making of other New 2023 Refinancing Term Loans hereunder (such Refinancing Term Loans and Converting Term Loans, collectively the “ New 2023 Refinancing Term Loans ” and each Lender that holds a New 2023 Refinancing Term Loan, a “ New 2023 Refinancing Term Loan Lender ” and, collectively, the “ New 2023 Refinancing Term Loan Lenders ”) in an aggregate principal amount of $310,000,000 2, dated as of September 14, 2015, that certain Third Amendment to the Credit Agreement dated as of June 9, 2016, that certain Fourth Amendment to the Credit Agreement dated as of January 27, 2017, that certain Fifth Amendment to the Credit Agreement dated as of November 15, 2017, that certain Sixth Amendment to the Credit Agreement dated as of November 29, 2017, that certain Seventh Amendment to the Credit Agreement dated as of March 22, 2018, that certain Eighth Amendment to Credit Agreement, dated as of January 22, 2021, that certain Ninth Amendment to Credit Agreement, dated as of December 2, 2021, and that certain Tenth Amendment to Credit Agreement, dated as of May 9, 2023, the “ Credit Agreement ”) 1, dated as of July 21, 2015, that certain Technical Amendment. WHEREAS, the Borrower, Holdings, the Lenders from time to time party thereto and the Administrative Agent are parties to a Credit Agreement, dated as of J(as amended by that certain Technical Amendment No.
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