Common use of CONDITIONS TO ALL BORROWINGS Clause in Contracts

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Loan Notice is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article VI or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) on and as of the date of such Borrowing, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) as of such earlier date, and except that for purposes of this Section 5.02, the representations and warranties contained in subsections (a) and (b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01. (b) No Default or Event of Default shall exist, or would result from such proposed Borrowing or from the application of the proceeds thereof. (c) The Administrative Agent shall have received a Loan Notice in accordance with the requirements hereof. Each Loan Notice submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 5.02(a) and (b) have been satisfied on and as of the date of the applicable Borrowing.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Loan Notice is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article VI or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) on and as of the date of such Borrowing, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) as of such earlier date, and except that for purposes of this Section 5.025.03, the representations and warranties contained in subsections (a) and (b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01. (b) No Default or Event of Default shall exist, or would result from such proposed Borrowing or from the application of the proceeds thereof. (c) The Administrative Agent shall have received a Loan Notice in accordance with the requirements hereof. Each Loan Notice submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 5.02(a5.03(a) and (b) have been satisfied on and as of the date of the applicable Borrowing.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Request for Borrowing (other than the initial funding on the Closing Date, a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent: (a) The All representations and warranties of the Borrower and each other Loan Party contained in Article VI or any other Loan Document, or which are V (except for the representations and warranties contained in any document furnished at any time under or in connection herewith or therewith, Sections 5.04(c) and 5.05 hereof) that are qualified by materiality shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) on and as of the date of such Borrowing, and all representations and warranties of the Borrower contained in Article V (except for the representations and warranties contained in Sections 5.04(c) and 5.05 hereof) that are not qualified by materiality shall be true and correct in all material respects on and as of the date of such Borrowing, except, in each case, to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) as of such earlier date, and except that for purposes of this Section 5.02, the representations and warranties contained in subsections (a) and (b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01. (b) No Default or Event of Default shall exist, or would result from such proposed Borrowing or from the application of the proceeds thereof. (c) The Administrative Agent shall have received a Loan Notice Request for Borrowing in accordance with the requirements hereof. Each Request for Borrowing (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 5.02(a4.02(a) and (b) have been satisfied on and as of the date of the applicable Borrowing.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any a Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of SOFR Loans), is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party Borrowers contained in Article VI V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, Document shall be true and correct in all material respects (except that those representations and in all respects if any such representation or warranty is already warranties which are qualified by materiality or reference to Material Adverse EffectEffect shall be true and correct in all respects) on and as of the date of such Borrowing, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (except that those representations and in all respects if any such representation or warranty is already warranties which are qualified by materiality or reference to Material Adverse EffectEffect shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 5.024.02, the representations and warranties contained in subsections subsection (a) and (b) of Section 6.05 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (ai), (ii), (v) and (b), vi) respectively, of Section 7.016.01; provided that after the Effective Date the representations and warranties set forth in Section 5.05(b) or Section 5.06 shall not be required to be true or correct as a condition precedent to any Borrowing. (b) No Default or Event of Default shall then exist, or would result from such proposed Borrowing or from the application of the proceeds thereof. (c) The Administrative Agent shall have received a Loan Notice in accordance with the requirements hereof. Each Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of SOFR Loans) submitted by the a Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 5.02(a4.02(a) and (b) have been satisfied on and as of the date of the applicable Borrowing.

CONDITIONS TO ALL BORROWINGS. The Subject to Section 1.10, the obligation of each Lender to honor any Request for Borrowing (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party Borrowers contained in Article VI V or any representations and warranties of any Loan Party in any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (and in all respects if provided that such materiality qualifier shall not apply to the extent that any such representation or warranty is already qualified or modified by materiality or reference to Material Adverse Effect) in the text thereof), on and as of the date of such BorrowingBorrowing (or, for the purposes of Section 4.01(a)(vi), as of the Closing Date), except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if provided that such materiality qualifier shall not apply to the extent that any such representation or warranty is already qualified or modified by materiality or reference to Material Adverse Effectin the text thereof) as of such earlier date, and except that for purposes of this Section 5.024.02, (i) the representations and warranties contained in subsections (a) and (b) of Section 6.05 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.016.01 and (ii) the representations and warranties in subsection (c) of Section 5.05, subsection (b) of Section 5.06, and Section 5.10 need only be true and correct on and as of the Closing Date. (b) No Default or Event of Default shall exist, or would result from such proposed Borrowing or (or, for the purposes of Section 4.01(a)(vi), from the application occurrence of the proceeds thereofClosing Date). (c) The Administrative Agent and, if applicable, the Swing Line Lender, shall have received a Loan Notice Request for Borrowing in accordance with the requirements hereof. (d) If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.14 to the designation of such Borrower as a Designated Borrower shall have been met to the satisfaction of the Administrative Agent. (e) In the case of a Revolving Credit 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 (in the case of any Loans to be denominated in an Alternative Currency) would make it impracticable for such Borrowing to be denominated in the relevant Alternative Currency. Each Request for Borrowing (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurocurrency Rate Loans) submitted by the Borrower Company shall be deemed to be a representation and warranty that the conditions specified in Sections 5.02(a4.02(a) and (b) have been satisfied on and as of the date of the applicable BorrowingBorrowing or as of such earlier date, as applicable.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Loan Notice Request for Borrowing is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article VI V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) on and as of the date of such Borrowing, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) as of such earlier date, and except that for purposes of this Section 5.024.02, the representations and warranties contained in subsections (a) and (b) of Section 6.05 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.016.01. (b) No Default or Event of Default shall exist, or would result from such proposed Borrowing or from the application of the proceeds thereof. (c) The Administrative Agent and, if applicable, the Swing Line Lender shall have received a Loan Notice Request for Borrowing in accordance with the requirements hereof. (d) The Borrower shall be in compliance with the Asset Coverage Ratio both before and after giving effect to such proposed Borrowing. (e) The Borrower shall be in compliance in all material respects with the Act both before and after giving effect to such proposed Borrowing. Each Loan Notice Request for Borrowing submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 5.02(a4.02(a), (b), (d) and (be) have been satisfied on and as of the date of the applicable Borrowing.

CONDITIONS TO ALL BORROWINGS. The Subject to Section 1.07, the obligation of each Lender to honor any Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party Company contained in Article VI V or any representations and warranties of the Company in any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (and in all respects if provided that such materiality qualifier shall not apply to the extent that any such representation or warranty is already qualified or modified by materiality or reference to Material Adverse Effect) in the text thereof), on and as of the date of such BorrowingBorrowing (or, for the purposes of Section 4.01(a)(vi), as of the Closing Date), except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if provided that such materiality qualifier shall not apply to the extent that any such representation or warranty is already qualified or modified by materiality or reference to Material Adverse Effectin the text thereof) as of such earlier date, and except that for purposes of this Section 5.024.02, (i) the representations and warranties contained in subsections (a) and (b) of Section 6.05 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.016.01 and (ii) the representations and warranties in subsection (c) of Section 5.05, subsection (b) of Section 5.06, and Section 5.10 need only be true and correct on and as of the Closing Date. (b) No Default or Event of Default shall exist, or would result from such proposed Borrowing or (or, for the purposes of Section 4.01(a)(vi), from the application occurrence of the proceeds thereofClosing Date). (c) The Administrative Agent shall have received a Loan Notice in accordance with the requirements hereof. Each Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower Company shall be deemed to be a representation and warranty that the conditions specified in Sections 5.02(a4.02(a) and (b) have been satisfied on and as of the date of the applicable BorrowingBorrowing or as of such earlier date, as applicable.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor make a Loan on the occasion of any Loan Notice Borrowing is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article VI V (other than the representations and warranties contained in Sections 5.05(c), 5.06(b), 5.09 and 5.17 for all Borrowings other than the initial Borrowing) or any other Loan DocumentDocument that are qualified by materiality shall be true and correct on and as of the date of such Borrowing, or which and that are contained in any document furnished at any time under or in connection herewith or therewith, not qualified by materiality shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) on and as of the date of such Borrowing, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) as of such earlier date, and except that for purposes of this Section 5.024.02, the representations and warranties contained in subsections (a) and (b) of Section 6.05 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.016.01. (b) No Default or Event of Default shall exist, or would result from such proposed Borrowing or from the application of the proceeds thereof. (c) The Administrative Agent shall have received a Committed Loan Notice in accordance with the requirements hereof. Each Committed Loan Notice in respect of a Borrowing submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 5.02(a4.02(a) and (b) have been satisfied on and as of the date of the applicable Borrowing.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower Borrowers and each other Loan Party contained in Article VI V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, Document shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) on and as of the date of such Borrowing, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) as of such earlier date, and except that for purposes of this Section 5.024.02, the representations and warranties contained in subsections (a) and (b) of Section 6.05 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses subsections (a) and (b), respectively, of Section 7.016.01. (b) No Default or Event of Default shall exist, or would result from such proposed Borrowing or from the application of the proceeds thereof. (c) The Administrative Agent shall have received a Loan Notice in accordance with the requirements hereof. (d) The Outstanding Amount after giving effect to the Borrowing shall not exceed the Minimum Collateral Amount. Each Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the relevant Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 5.02(a4.02(a), (b) and (bd) have been satisfied on and as of the date of the applicable Borrowing.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor make a Loan on the occasion of any Loan Notice Borrowing is subject to the satisfaction of the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article VI V (other than the representations and warranties contained in Sections 5.05(c), 5.06(b) and 5.12 for all Borrowings) or any other Loan DocumentDocument that are qualified by materiality shall be true and correct on and as of the date of such Borrowing, or which and the representations and warranties that are contained in any document furnished at any time under or in connection herewith or therewith, not qualified by materiality shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) on and as of the date of such Borrowing, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) as of such earlier datedate (provided that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the text thereof), and except that for purposes of this Section 5.024.02, the representations and warranties contained in subsections (a) and (b) of Section 6.05 5.05 shall be deemed to refer to the most recent statements furnished delivered pursuant to clauses (a) and (b), respectively, of Section 7.016.01. (b) No Default or Event of Default shall exist, or would result from such proposed Borrowing or from the application of the proceeds thereof. (c) The Administrative Agent shall have received a Committed Loan Notice in accordance with the requirements hereof. Each Committed Loan Notice in respect of a Borrowing submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 5.02(a) and (b) this Section 4.02 have been satisfied on and as of the date of the applicable Borrowing.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Request for Borrowing (other than a Committed Loan Notice requesting only a continuation of Term Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article VI V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, Document shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) on and as of the date of such Borrowing, except ; provided that to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) as of such earlier date, ; provided further that any representation and except warranty that for purposes of this Section 5.02, the representations and warranties contained in subsections (a) and (b) of Section 6.05 is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be deemed true and correct (after giving effect to refer to the most recent statements furnished pursuant to clauses (aany qualification therein) and (b), respectively, of Section 7.01in all respects on such respective dates. (b) No Default or Event In the case of each Borrowing after the Initial Borrowing, no Default shall exist, or would result from such proposed Borrowing or from the application of the proceeds thereof. therefrom. Each Request for Borrowing (c) The Administrative Agent shall have received other than a Committed Loan Notice in accordance with the requirements hereof. Each Loan Notice requesting only a continuation of Term Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 5.02(aSection 4.02(a) and (b) have been satisfied on and as of the date of the applicable Borrowing.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Loan Notice advance the Borrowings of its Loans is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article VI Section 5 or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) on and as of the date of such BorrowingLoan, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) as of such earlier date, and except that for purposes of this Section 5.024.02, the representations and warranties contained in subsections (a) and (b) of Section 6.05 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.016.01. (b) No Default or Event of Default shall exist, or would result from such proposed Borrowing or from the application of the proceeds thereof. (c) The Borrower shall be in compliance (on a Pro Forma Basis taking into account the applicable Loan) with the financial covenants set forth in Section 7.11. (d) The Administrative Agent shall have received a Committed Loan Notice in accordance with the requirements hereof. (e) All of the conditions precedent set forth in Section 4.01 shall have been satisfied on or prior to date of such requested Borrowing. Each Committed Loan Notice (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 5.02(a) 4.02(a), (b), and (bc) have been satisfied on and as of the date of the applicable Borrowing.

CONDITIONS TO ALL BORROWINGS. The obligation of each the Lender to honor any Loan Notice (other than a Loan Notice requesting only the conversion of Loans from one Type to another or the continuation of Eurodollar Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article VI V or any other Loan Document, or which are contained in any document furnished at any time by the Borrower to the Lender under or in connection herewith or therewithwith this Agreement, shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and in all respects if any such representation warranties that already are qualified or warranty is already qualified modified by materiality or reference to Material Adverse Effectin the text thereof) on and as of the date of such Borrowing, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) as of such earlier date, and except that for purposes of this Section 5.02, 4.02(a) the representations and warranties contained in subsections (aSection 5.06(b) and (b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.016.01. (b) No Default or Event of Default shall exist, exist or would result from such proposed Borrowing or from the application of the proceeds thereofBorrowing. (c) The Administrative Agent Lender shall have received a Loan Notice in accordance with the requirements hereof. Each Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 5.02(a4.02(a) and (b) have been satisfied on and as of the date of the applicable Borrowing.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Term SOFR Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article VI V or any representations and warranties of any Loan Party in any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (and in all respects if provided that such materiality qualifier shall not apply to the extent that any such representation or warranty is already qualified or modified by materiality or reference to Material Adverse Effect) in the text thereof), on and as of the date of such BorrowingBorrowing (or, for the purposes of Section 4.01(a)(vi), as of the Closing Date), except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if provided that such materiality qualifier shall not apply to the extent that any such representation or warranty is already qualified or modified by materiality or reference to Material Adverse Effectin the text thereof) as of such earlier date, and except that for purposes of this Section 5.024.02, (i) the representations and warranties contained in subsections (a) and (b) of Section 6.05 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.016.01 and (ii) the representations and warranties in subsection (c) of Section 5.05, subsection (b) of Section 5.06, and Section 5.10 need only be true and correct on and as of the Closing Date. (b) No Default or Event of Default shall exist, or would result from such proposed Borrowing or (or, for the purposes of Section 4.01(a)(vi), from the application occurrence of the proceeds thereofClosing Date). (c) The Administrative Agent shall have received a Loan Notice in accordance with the requirements hereof. (d) The Administrative Agent shall have received evidence reasonably satisfactory to the Administrative Agent that the 2021 Term Loan Facility has been terminated, or substantially concurrently with the Borrowing pursuant to Section 2.01, shall be terminated. Each Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Term SOFR Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 5.02(a4.02(a) and (b) have been satisfied on and as of the date of the applicable BorrowingBorrowing or as of such earlier date, as applicable.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Loan Notice advance the Borrowings of its Loans is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article VI VII or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (and in all respects if without duplication of any such representation or warranty is already qualified by materiality or reference to Material Adverse Effectqualifiers therein) on and as of the date of such BorrowingLoan, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if without duplication of any such representation or warranty is already qualified by materiality or reference to Material Adverse Effectqualifiers therein) as of such earlier date, and except that for purposes of this Section 5.026.02, the representations and warranties contained in subsections (a) and (b) of Section 6.05 7.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.018.01. (b) No Default or Event of Default shall exist, or would result from such proposed Borrowing or from the application of the proceeds thereof. (c) The Administrative Agent shall have received a Loan Notice in accordance with the requirements hereof. Each Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 5.02(a6.02(a) and (b) have been satisfied on and as of the date of the applicable Borrowing.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor make ---------------------------- any Loan Notice is subject to satisfaction of the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article VI or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, V shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) on and as of the date of such Borrowing, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been true and correct in all material respects as of such earlier date, except that the representations and warranties set forth in Sections 5.04(b) and 5.05 shall be required to be true and correct in all material respects (only on the date of the initial Borrowing and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) as of such earlier date, and except that for purposes of this Section 5.02, on the representations and warranties contained in subsections (a) and (b) of Section 6.05 shall be deemed to refer Assumption Date after giving effect to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01Assumption. (b) No Default or Event of Default shall exist, exist or would result from such proposed Borrowing or from the application of the proceeds thereofBorrowing. (c) The Administrative Agent shall have received a Loan Notice in accordance with the requirements hereof. (d) The Administrative Agent shall have received, in form and substance satisfactory to it, such other assurances, certificates, documents or consents related to the foregoing as the Administrative Agent or the Required Lenders may reasonably request. Each Loan Notice submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 5.02(a4.03(a) and (b) have been satisfied on and as of the date of the applicable Borrowing.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Loan Notice Request for Borrowing from the Borrower is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article VI (other than Sections 6.05(c) and 6.06) or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) on and as of the date of such BorrowingBorrowing (other than any representation and warranty that is expressly qualified by materiality, in which case such representation and warranty shall be true and correct in all respects), except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (other than any representation and warranty that is expressly qualified by materiality, in which case such representation and warranty shall be true and correct in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effectrespects) as of such earlier date, and except that for purposes of this Section 5.02, the representations and warranties contained in subsections clauses (a) and (b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01. (b) No Default or Event of Default shall exist, or would result from such proposed Borrowing or from the application of the proceeds thereof, with respect to the Borrower. (c) The Administrative Agent and, if applicable, the Swing Line Lender shall have received a Loan Notice Request for Borrowing from the Borrower in accordance with the requirements hereof. Each Loan Notice Request for Borrowing submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 5.02(a) and (b) have been satisfied on and as of the date of the applicable Borrowing.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Request for Borrowing (other than a Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article VI V (other than in Sections 5.05(c), 5.06, 5.10, 5.11 and 5.14) or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) on and as of the date of such Borrowing, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) as of such earlier date, and except that for purposes of this Section 5.024.02, the representations and warranties contained in subsections (a) and (b) of Section 6.05 5.05 shall be deemed to refer to include the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.016.01. (b) No Default or Event of Default shall exist, or would result from such proposed Borrowing or from the application of the proceeds thereof. (c) The Administrative Agent shall have received a Loan Notice Request for Borrowing in accordance with the requirements hereof. (d) In the case of a 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, the Required Lenders would make it impracticable for such Borrowing to be denominated in the relevant Alternative Currency. Each Request for Borrowing (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurocurrency Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 5.02(a4.02(a) and (b) have been satisfied on and as of the date of the applicable Borrowing.

CONDITIONS TO ALL BORROWINGS. The Subject to Section 1.07, the obligation of each Lender to honor any Loan Notice (other than a Loan Notice requesting only a conversion of Loans to another Type, or a continuation of Term SOFR Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party Company contained in Article VI V or any representations and warranties of the Company in any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (and in all respects if provided that such materiality qualifier shall not apply to the extent that any such representation or warranty is already qualified or modified by materiality or reference to Material Adverse Effect) in the text thereof), on and as of the date of such BorrowingBorrowing (or, for the purposes of Section 4.01(a)(vi), as of the Closing Date), except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if provided that such materiality qualifier shall not apply to the extent that any such representation or warranty is already qualified or modified by materiality or reference to Material Adverse Effectin the text thereof) as of such earlier date, and except that for purposes of this Section 5.024.02, (i) the representations and warranties contained in subsections (a) and (b) of Section 6.05 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.016.01 and (ii) the representations and warranties in subsection (b) of Section 5.06 and Section 5.10 need only be true and correct on and as of the Closing Date. (b) No Default or Event of Default shall exist, or would result from such proposed Borrowing or (or, for the purposes of Section 4.01(a)(vi), from the application occurrence of the proceeds thereofClosing Date). (c) The Administrative Agent shall have received a Loan Notice in accordance with the requirements hereof. (d) The Administrative Agent shall have received customary evidence that the 364-Day Term Loan has been terminated, or substantially concurrently with the proposed Borrowing shall be, terminated. Each Loan Notice (other than a Loan Notice requesting only a conversion of Loans to another Type or a continuation of Term SOFR Loans) submitted by the Borrower Company shall be deemed to be a representation and warranty that the conditions specified in Sections 5.02(a4.02(a) and (b) have been satisfied on and as of the date of the applicable BorrowingBorrowing or as of such earlier date, as applicable.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Loan Notice (other than a Loan Notice requesting only a conversion of Loans to another Type or a continuation of Term SOFR Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article VI or any V (other Loan Documentthan, or which are contained in any document furnished at any time under or in connection herewith or therewithafter the Closing Date, Sections 5.05(b) and 5.06) shall be true and correct in all material respects (except to the extent that such representations and in all respects if any such representation or warranty is warranties are already qualified by materiality or reference to Material Adverse Effectmateriality, in which case they shall be true and correct in all respects) on and as of the date of such Borrowing, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (except to the extent that such representations and in all respects if any such representation or warranty is warranties are already qualified by materiality or reference to Material Adverse Effectmateriality, in which case they shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 5.024.02, the representations and warranties contained in subsections subsection (a) and (b) of Section 6.05 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses subsection (a) and of Section 6.01 (and, if any financial statements shall have been subsequently delivered pursuant to subsection (b), respectively, ) of Section 7.016.01, then also to such financial statements so subsequently delivered). (b) No Default or Event of Default shall exist, or would result from such proposed Borrowing or from the application of the proceeds thereof. (c) The Administrative Agent shall have received a Loan Notice in accordance with the requirements hereof. Each Loan Notice submitted by the Borrower Borrowing (other than a conversion of Loans to another Type or a continuation of Term SOFR Loans) shall be deemed to be a representation and warranty that the conditions specified in Sections 5.02(a4.02(a) and (b4.02(b) have been satisfied on and as of the date of the applicable Borrowing.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Loan Notice Request for Borrowing from any Borrower is subject to the following conditions precedent: (a) The representations and warranties of the such Borrower and each other Loan Party contained in Article VI (other than Sections 6.05(c) and 6.06) or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) on and as of the date of such BorrowingBorrowing (other than any representation and warranty that is expressly qualified by materiality, in which case such representation and warranty shall be true and correct in all respects), except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (other than any representation and warranty that is expressly qualified by materiality, in which case such representation and warranty shall be true and correct in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effectrespects) as of such earlier date, and except that for purposes of this Section 5.02, the representations and warranties contained in subsections clauses (a) and (b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01. (b) No Default or Event of Default shall exist, or would result from such proposed Borrowing or from the application of the proceeds thereof, with respect to such Borrower. (c) The Administrative Agent and, if applicable, the Swing Line Lender shall have received a Loan Notice Request for Borrowing from such Borrower in accordance with the requirements hereof. Each Loan Notice Request for Borrowing submitted by the any Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 5.02(a) and (b) have been satisfied on and as of the date of the applicable Borrowing.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Loan Notice Request for Borrowing from any Borrower, whether on the Closing Date or after the Closing Date during the Availability Period, is subject to the following conditions precedent: (a) The representations and warranties of the such Borrower and each other Loan Party contained in Article VI (other than in Section 6.05(c) and Section 6.06) or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct correct, in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) on respects, on, and as of of, the date of such BorrowingBorrowing (other than any representation and warranty that is expressly qualified by materiality, in which case, such representation and warranty shall be true and correct in all respects), except to the extent that such representations and warranties specifically refer to an earlier date, in which case case, they shall be true and correct, in all material respects (other than any representation and warranty that is expressly qualified by materiality, in which case, such representation and warranty shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) respects), as of such earlier date, date (and except that that, for purposes of this Section 5.02, the representations and warranties contained in subsections (aSection 6.05(a) and (bSection 6.05(b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (aSection 7.01(a) and (bSection 7.01(b), respectively, of Section 7.01). (b) No Default or Event of Default shall exist, or would result from such proposed Borrowing or from the application of the proceeds thereof, with respect to such Borrower. (c) The Administrative Agent and, if applicable, the Swing Line Lender shall have received a Loan Notice Request for Borrowing from such Borrower in accordance with the requirements hereof. Each Loan Notice Request for Borrowing submitted by the any Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections each of Section 5.02(a) and (bSection 5.02(b) have been satisfied on on, and as of of, the date of the applicable Borrowing.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Loan Notice (other than a Loan Notice requesting only the conversion of Loans from one Type to another or the continuation of Eurodollar Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article VI V or any other Loan Document, or which are contained in any document furnished at any time by the Borrower to the Administrative Agent or the Lenders under or in connection herewith or therewithwith this Agreement (excluding, from and after the Investment Grade Date, the representation and warranty set forth in Section 5.06(c) of this Agreement), shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and in all respects if any such representation warranties that already are qualified or warranty is already qualified modified by materiality or reference to Material Adverse Effectin the text thereof) on and as of the date of such Borrowing, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) as of such earlier date, and except that for purposes of this Section 5.02, 4.02(a) the representations and warranties contained in subsections (a) and (b) of Section 6.05 5.06 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.016.01. (b) No Default or Event of Default shall exist, exist or would result from such proposed Borrowing or from the application of the proceeds thereofBorrowing. (c) The Administrative Agent shall have received a Loan Notice in accordance with the requirements hereof. Each Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 5.02(a4.02(a) and (b) have been satisfied on and as of the date of the applicable Borrowing.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Loan Notice is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article VI or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) on and as of the date of such Borrowing, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) as of such earlier date), and except that for purposes of this Section 5.02, the representations and warranties contained in subsections (a) and (b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01. (b) No Default or Event of Default shall exist, or would result from such proposed Borrowing or from the application of the proceeds thereof. (c) The Administrative Agent shall have received a Loan Notice in accordance with the requirements hereof. (d) With respect to the Term B Borrowing, the conditions set forth in Section 2.01(b) shall have been satisfied. Each Loan Notice submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 5.02(a), (b) and (bd) have been satisfied on and as of the date of the applicable Borrowing.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party Parties contained in Article VI V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewiththis Agreement, shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) on and as of the date of such Borrowing, except to the extent of changes resulting from matters permitted under the Loan Documents or other changes in the ordinary course of business not having a Material Adverse Effect, and except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) as of such earlier date, and except that for purposes of this Section 5.024.02, the representations and warranties contained in subsections (a) and (b) of Section 6.05 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.016.01. (b) No Default or Event of Default shall exist, or would result from such proposed Borrowing or from the application of the proceeds thereofBorrowing. (c) For any Loan Notice delivered on or after July 1, 2006, sixty percent (60%) of the rentable square footage contained or to be contained in the Terminus Project shall have been leased to parties that have signed leases containing arms-length terms reasonable in the market. (d) The Administrative Agent shall have received a Loan Notice in accordance with the requirements hereof. Each Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 5.02(a4.02(a), (b) and (bc) have been satisfied on and as of the date of the applicable Borrowing.

CONDITIONS TO ALL BORROWINGS. The obligation of each the Lender to honor any Loan Notice request for a Borrowing under Article II is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article VI II, Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall (i) with respect to representations and warranties that contain a materiality qualification, be true and correct on and as of the date of such Borrowing and (ii) with respect to representations and warranties that do not contain a materiality qualification, be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) on and as of the date of such Borrowing, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) as of such earlier date, and except that for purposes of this Section 5.024.02, the representations and warranties contained in subsections (aSections 5.05(a) and (b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (aSections 6.01(a) and (b), respectively, of Section 7.01. (b) No Default or Event of Default shall exist, or would result from such proposed Borrowing or from the application of the proceeds thereof. (c) The Administrative Agent Lender shall have received a Loan Notice in accordance with the requirements hereof. (d) If such request for a Borrowing is a request for a Receivables Secured Revolving Loan, as of the date of such Borrowing and prior to the Lender honoring any such request, the Securities Secured Revolving Facility shall be fully utilized. Each Loan Notice submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 5.02(a4.02(a) and (b) have been satisfied on and as of the date of the applicable Borrowing.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party Borrowers contained in Article VI V or any representations and warranties of any Loan Party in any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (and in all respects if provided that such materiality qualifier shall not apply to the extent that any such representation or warranty is already qualified or modified by materiality or reference to Material Adverse Effect) in the text thereof), on and as of the date of such BorrowingBorrowing (or, for the purposes of Section 4.01(a)(vi), as of the Closing Date), except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if provided that such materiality qualifier shall not apply to the extent that any such representation or warranty is already qualified or modified by materiality or reference to Material Adverse Effectin the text thereof) as of such earlier date, and except that for purposes of this Section 5.024.02, (i) the representations and warranties contained in subsections (a) and (b) of Section 6.05 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.016.01 and (ii) the representations and warranties in subsection (c) of Section 5.05, subsection (b) of Section 5.06, and Section 5.10 need only be true and correct on and as of the Closing Date. (b) No Default or Event of Default shall exist, or would result from such proposed Borrowing or (or, for the purposes of Section 4.01(a)(vi), from the application occurrence of the proceeds thereofClosing Date). (c) The Administrative Agent shall have received a Loan Notice in accordance with the requirements hereof. (d) If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.15 to the designation of such Borrower as a Designated Borrower shall have been met to the satisfaction of the Administrative Agent. Each Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower Company shall be deemed to be a representation and warranty that the conditions specified in Sections 5.02(a4.02(a) and (b) have been satisfied on and as of the date of the applicable BorrowingBorrowing or as of such earlier date, as applicable.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Loan Notice Request for Borrowing from the Borrower is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article VI (other than Sections 6.05(c) and 6.06) or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) on and as of the date of such BorrowingBorrowing (other than any representation and warranty that is expressly qualified by materiality, in which case such representation and warranty shall be true and correct in all respects), except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) as of such earlier date, and except that for purposes of this Section 5.02, the representations and warranties contained in subsections clauses (a) and (b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01. (b) No Default or Event of Default shall exist, or would result from such proposed Borrowing or from the application of the proceeds thereof, with respect to the Borrower. (c) The Administrative Agent and, if applicable, the Swing Line Lender shall have received a Loan Notice Request for Borrowing from the Borrower in accordance with the requirements hereof. Each Loan Notice Request for Borrowing submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 5.02(a) and (b) have been satisfied on and as of the date of the applicable Borrowing.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Request for Borrowing (other than a Committed Loan Notice requesting only a conversion of Loans to another Type, or a continuation of Term SOFR Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party Credit Parties contained in Article VI V or any other Loan Document, or which are contained in any document required to be furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (or, in the case of the representations and warranties in Sections 5.16 and 5.22 or any representation and warranty that is qualified by materiality, in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effectrespects) on and as of the date of such BorrowingBorrowing (other than the representations in Section 5.05(c) and Section 5.18, which shall be made only as of the Closing Date), except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or, in the case of the representations and warranties in Sections 5.16 and 5.22 or any representation and warranty that is qualified by materiality, in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effectrespects) as of such earlier date, and except that for purposes of this Section 5.024.02, the representations and warranties contained in subsections (a) and (b) of Section 6.05 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.016.01. (b) No Default or Event shall exist on the date of Default shall existsuch Borrowing, or would result from such proposed Borrowing or from the application of the proceeds thereof. (c) The Administrative Agent shall have received a Loan Notice in accordance with the requirements hereof. Each Loan Notice submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 5.02(a) and (b) have been satisfied on and as of the date of the applicable Borrowing.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of (i) the Borrower contained in Article V and (ii) each other Loan Party contained in Article VI or any each other Loan Document, Document or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be (A) in the case of representations and warranties that are qualified as to materiality, true and correct, and (B) in the case of representations and warranties that are not qualified as to materiality, true and correct in all material respects (and respects, in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) each case on and as of the date of such Borrowing, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct or true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) respects, as the case may be, as of such earlier date, and except ; provided that for purposes of this Section 5.02, the representations and warranties contained in Section 5.09 shall be deemed to refer to the most recent Financial Statements furnished pursuant to subsections (a) and (b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.016.01. (b) No Default or Event of Default shall exist, or would result from such proposed Borrowing or from the application of the proceeds thereof. (c) The Administrative Agent shall have received a Loan Notice in accordance with the requirements hereof. 56339040-2 56 49684497_9 Each Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 5.02(a4.02(a) and (b) have been satisfied on and as of the date of the applicable Borrowing.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any a Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Term Benchmark Loans), is subject to the following conditions precedent: : (a) The representations and warranties of the Borrower and each other Loan Party contained in Article VI V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, Document shall be true and correct in all material respects (except that those representations and in all respects if any such representation or warranty is already warranties which are qualified by materiality or reference to Material Adverse EffectEffect shall be true and correct in all respects) on and as of the date of such Borrowing, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (except that those representations and in all respects if any such representation or warranty is already warranties which are qualified by materiality or reference to Material Adverse EffectEffect shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 5.024.02, the representations and warranties contained in subsections subsection (a) and (b) of Section 6.05 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (ai) and (bii), respectively, of Section 7.016.01. (b) No Default or Event of Default shall then exist, or would result from such proposed Borrowing or from the application of the proceeds thereof. (c) The Administrative Agent shall have received a Loan Notice in accordance with the requirements hereof. Each Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Term Benchmark Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 5.02(a4.02(a) and (b) have been satisfied on and as of the date of the applicable Borrowing.. ARTICLE V

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Committed Loan Notice (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of LIBOR Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party Credit Parties contained in Article VI V or any other Loan Document, or which are contained in any document required to be furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (and in all respects if except to the extent that any such representation or warranty that is already qualified by materiality or reference to Material Adverse Effectshall be true and correct in all respects) on and as of the date of such Borrowing, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) as of such earlier date, and except that for purposes of this Section 5.024.02, the representations and warranties contained in subsections (a) and (b) of Section 6.05 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.016.01. (b) No Default or Event shall exist on the date of Default shall existsuch Borrowing, or would result from such proposed Borrowing or from the application of the proceeds thereof. (c) The Administrative Agent shall have received a Committed Loan Notice in accordance with the requirements hereof. Each Committed Loan Notice (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type or a continuation of LIBOR Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 5.02(a4.02(a) and (b) have been satisfied on and as of the date of the applicable Borrowing.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of (i) the Borrower and each other Loan Party Borrowers contained in Article VI or any V (other Loan Document, or which are than Sections 5.05(c) and 5.06) and (ii) each applicable Designated Borrower contained in any document furnished at any time under or in connection herewith or therewith, each Designated Borrower Request and Assumption Agreement (other than Sections 5.05(c) and 5.06 to the extent incorporated by reference therein) shall be true and correct in all material respects (except to the extent that such representations and in all respects if any such representation or warranty is warranties are already qualified by materiality or reference to Material Adverse Effectmateriality, in which case they shall be true and correct in all respects) on and as of the date of such Borrowing, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (except to the extent that such representations and in all respects if any such representation or warranty is warranties are already qualified by materiality or reference to Material Adverse Effectmateriality, in which case they shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 5.02Section, the representations and warranties contained in subsections (a) and (b) of Section 6.05 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses subsections (a) and (b), respectively, of Section 7.016.01. (b) No Default or Event of Default shall exist, or would result from such proposed Borrowing or from the application of the proceeds thereof. (c) The Administrative Agent shall have received a Loan Notice in accordance with the requirements hereof. Each Loan Notice submitted by . (d) If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.14 to the designation of such Borrower as a Designated Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 5.02(a) and (b) have been satisfied on and as of the date of the applicable Borrowingmet.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any a Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of SOFR Loans), is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party Borrowers contained in Article VI V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, Document shall be true and correct in all material respects (except that those representations and in all respects if any such representation or warranty is already warranties which are qualified by materiality or reference to Material Adverse EffectEffect shall be true and correct in all respects) on and as of the date of such Borrowing, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (except that those representations and in all respects if any such representation or warranty is already warranties which are qualified by materiality or reference to Material Adverse EffectEffect shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 5.024.02, the representations and warranties contained in subsections subsection (a) and (b) of Section 6.05 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (ai) and (bii), respectively, of Section 7.016.01; provided that after the Effective Date the representations and warranties set forth in Section 5.05(b) or Section 5.06 shall not be required to be true or correct as a condition precedent to any Borrowing. (b) No Default or Event of Default shall then exist, or would result from such proposed Borrowing or from the application of the proceeds thereof. (c) The Administrative Agent shall have received a Loan Notice in accordance with the requirements hereof. Each Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of SOFR Loans) submitted by the a Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 5.02(a4.02(a) and (b) have been satisfied on and as of the date of the applicable Borrowing.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Request for Borrowing (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article VI V or any other Loan DocumentDocument (provided that in the case of any initial Borrowings on the Closing Date, or which are the representations contained in any document furnished at any time under or in connection herewith or therewithSection 5.01(a), Section 5.01(b)(ii), Section 5.02(a), Section 5.12, Section 5.15 and Section 5.16 are the only representations being made on the Closing Date) shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) on and as of the date of such Borrowing, except ; provided that to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) as of such earlier date, ; provided further that any representation and except warranty that for purposes of this Section 5.02, the representations and warranties contained in subsections (a) and (b) of Section 6.05 is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be deemed true and correct (after giving effect to refer to the most recent statements furnished pursuant to clauses (aany qualification therein) and (b), respectively, of Section 7.01in all respects on such respective dates. (b) No Default or Event In the case of each Borrowing after the initial Borrowings, no Default shall exist, or would result from such proposed Borrowing or from the application of the proceeds thereoftherefrom. (c) The Administrative Agent shall have received [Reserved.] (d) [Reserved]. Each Request for Borrowing (other than a Committed Loan Notice in accordance with requesting only a conversion of Loans to the requirements hereof. Each Loan Notice other Type or a continuation of Eurocurrency Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 5.02(aSection 4.02(a) and (b) have been satisfied on and as of the date of the applicable Borrowing.

CONDITIONS TO ALL BORROWINGS. The Subject to Section 1.07, the obligation of each Lender to honor any Loan Notice (other than a Loan Notice requesting only a conversion of Loans to another Type, or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party Company contained in Article VI V or any representations and warranties of the Company in any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (and in all respects if provided that such materiality qualifier shall not apply to the extent that any such representation or warranty is already qualified or modified by materiality or reference to Material Adverse Effect) in the text thereof), on and as of the date of such BorrowingBorrowing (or, for the purposes of Section 4.01(a)(vi), as of the Closing Date), except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if provided that such materiality qualifier shall not apply to the extent that any such representation or warranty is already qualified or modified by materiality or reference to Material Adverse Effectin the text thereof) as of such earlier date, and except that for purposes of this Section 5.024.02, (i) the representations and warranties contained in subsections (a) and (b) of Section 6.05 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.016.01 and (ii) the representations and warranties in subsection (b) of Section 5.06 and Section 5.10 need only be true and correct on and as of the Closing Date. (b) No Default or Event of Default shall exist, or would result from such proposed Borrowing or (or, for the purposes of Section 4.01(a)(vi), from the application occurrence of the proceeds thereofClosing Date). (c) The Administrative Agent shall have received a Loan Notice in accordance with the requirements hereof. Each Loan Notice (other than a Loan Notice requesting only a conversion of Loans to another Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower Company shall be deemed to be a representation and warranty that the conditions specified in Sections 5.02(a4.02(a) and (b) have been satisfied on and as of the date of the applicable BorrowingBorrowing or as of such earlier date, as applicable.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Loan Notice is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article VI or any other Loan Investment Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) on and as of the date of such Borrowing, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) as of such earlier date, and except that for purposes of this Section 5.02, the representations and warranties contained in subsections (a) and (b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01. (b) No Default or Event of Default shall exist, or would result from such proposed Borrowing or from the application of the proceeds thereof. (c) The Administrative Agent shall have received a Loan Notice in accordance with the requirements hereof. Each Loan Notice submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 5.02(a) and (b) have been satisfied on and as of the date of the applicable Borrowing.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Loan Notice Request for Borrowing from any Borrower, whether on the Effective Date or after the Effective Date, is subject to the following conditions precedent: (a) The representations and warranties of the such Borrower and each other Loan Party contained in Article VI (other than in Section 6.05(c) and Section 6.06) or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct correct, in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) on respects, on, and as of of, the date of such BorrowingBorrowing (other than any representation and warranty that is expressly qualified by materiality, in which case, such representation and warranty shall be true and correct in all respects), except to the extent that such representations and warranties specifically refer to an earlier date, in which case case, they shall be true and correct, in all material respects (other than any representation and warranty that is expressly qualified by materiality, in which case, such representation and warranty shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) respects), as of such earlier date, date (and except that that, for purposes of this Section 5.02, the representations and warranties contained in subsections (aSection 6.05(a) and (bSection 6.05(b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (aSection 7.01(a) and (bSection 7.01(b), respectively, of Section 7.01). (b) No Default or Event of Default with respect to such Borrower shall exist, or would result from such proposed Borrowing or from the application of the proceeds thereof. (c) The Administrative Agent and, if applicable, the Swing Line Lender shall have received a Loan Notice Request for Borrowing from such Borrower in accordance with the requirements hereof. Each Loan Notice Request for Borrowing submitted by the any Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections each of Section 5.02(a) and (bSection 5.02(b) have been satisfied on on, and as of of, the date of the applicable Borrowing.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Loan Notice is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article VI or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) on and as of the date of such Borrowing, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) as of such earlier date, and except that for purposes of this Section 5.02, the representations and warranties contained in subsections (a) and (b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses subsections (a) and (b), respectively, of Section 7.01. (b) No Default or Event of Default shall exist, or would result from such proposed Borrowing or from the application of the proceeds thereof. (c) The Administrative Agent shall have received a Loan Notice in accordance with the requirements hereof. Each Loan Notice submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 5.02(a) and (b) have been satisfied on and as of the date of the applicable Borrowing.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Loan Notice is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article VI or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) on and as of the date of such Borrowing, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) as of such earlier date, and except that for purposes of this Section 5.02, the representations and warranties contained in subsections (a) and (b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses subsections (a) and (b), respectively, of Section 7.01. (b) No Default or Event of Default shall exist, or would result from such proposed Borrowing or from the application of the proceeds thereof. (c) The Administrative Agent shall have received a Loan Notice in accordance with the requirements hereof. Each Loan Notice submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 5.02(a) and (b) have been satisfied on and as of the date of the applicable Borrowing.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any request for a Borrowing (other than on the Closing Date and other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent: (a) The the representations and warranties of the Borrower and each other Loan Party contained in Article VI V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, Document shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effectmateriality) on and as of the date of such Borrowing, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effectmateriality) as of such earlier date, and except that for purposes of this Section 5.024.02, the representations and warranties contained in subsections (aSections 5.05(a) and (b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (aSections 6.01(a) and (b), respectively, of Section 7.01.; (b) No no Default or Event of Default shall exist, or would result from from, such proposed Borrowing Credit Extension or from the application of the proceeds thereof.therefrom; and (c) The the Administrative Agent shall have received a Loan Notice request for a Borrowing in accordance with the requirements hereof, provided that, in the case of Incremental Facilities, the conditions specified in Sections 4.02(a) and (b) shall be limited in accordance with Section 2.14(f) if such request for a Borrowing is in connection with a Limited Condition Transaction. Each request for a Borrowing (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 5.02(a4.02(a) and (b) have been satisfied on and as of the date of the applicable Borrowing.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any a Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurodollar Rate Loans), is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party Borrowers contained in Article VI V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, Document shall be true and correct in all material respects (except that those representations and in all respects if any such representation or warranty is already warranties which are qualified by materiality or reference to Material Adverse EffectEffect shall be true and correct in all respects) on and as of the date of such Borrowing, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (except that those representations and in all respects if any such representation or warranty is already warranties which are qualified by materiality or reference to Material Adverse EffectEffect shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 5.024.02, the representations and warranties contained in subsections subsection (a) and (b) of Section 6.05 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (ai) and (bii), respectively, of Section 7.016.01; provided that after the Effective Date the representations and warranties set forth in Section 5.05(b) or Section 5.06 shall not be required to be true or correct as a condition precedent to any Borrowing. (b) No Default or Event of Default shall then exist, or would result from such proposed Borrowing or from the application of the proceeds thereof. (c) The Administrative Agent shall have received a Loan Notice in accordance with the requirements hereof. Each Loan Notice submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 5.02(a) and (b) have been satisfied on and as of the date of the applicable Borrowing.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Committed Loan Notice (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower Borrowers and each other Loan Party contained in Article VI V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (and or in all respects if any such in the case of a representation or warranty is already qualified by containing a materiality or reference to Material Adverse Effectqualifier) on and as of the date of such Borrowing, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) as of such earlier datedate (unless such representation and warranty is subject to a materiality or Material Adverse Effect qualifier in which case it will be true and correct in all respects) on and as of the date of such Borrowing, it being understood and agreed that any violation of any covenant contained in Section 7.08 shall be deemed material such that any representation with respect to compliance therewith shall be deemed material in any event, and except that for purposes of this Section 5.024.02, the representations and warranties contained in subsections (a) and (b) of Section 6.05 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.016.01. (b) No Default or Event of Default shall exist, exist and be continuing either prior to or would result from after giving effect to such proposed Borrowing or from the application of the proceeds thereof. (c) The Administrative Agent shall have received a Loan Notice in accordance with the requirements hereof. Each Loan Notice submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 5.02(a) and (b) have been satisfied on and as of the date of the applicable Borrowing.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party Borrowers contained in Article VI V or any representations and warranties of any Loan Party in other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) on and as of the date of such Borrowing, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) as of such earlier date, and except that for purposes of this Section 5.024.02, (i) the representations and warranties contained in subsections (a) and (b) of Section 6.05 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.016.01 and (ii) the representations and warranties in subsection (c) of Section 5.05 and subsection (b) of Section 5.06, need only be true and correct on and as of the Closing Date. (b) No Default or Event of Default shall exist, or would result from such proposed Borrowing or from the application of the proceeds thereofBorrowing. (c) The Administrative Agent shall have received a Loan Notice in accordance with the requirements hereof. (d) If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.13 to the designation of such Borrower as a Designated Borrower shall have been met to the satisfaction of the Administrative Agent. Each Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower Company shall be deemed to be a representation and warranty that the conditions specified in Sections 5.02(a4.02(a) and (b) have been satisfied on and as of the date of the applicable Borrowing.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the other Type) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article VI or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) on and as of the date of such Borrowing, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) as of such earlier date, and except that for purposes of this Section 5.02, the representations and warranties contained in subsections (a) and (b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01.. D-2216575_11.doc 38 (b) No Default or Event of Default shall exist, or would result from such proposed Borrowing or from the application of the proceeds thereof. (c) The Administrative Agent shall have received a Loan Notice in accordance with the requirements hereof. Each Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the other Type) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 5.02(a) and (b) have been satisfied on and as of the date of the applicable Borrowing.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Request for Borrowing (other than the initial funding on the Closing Date, a Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent: (a) The All representations and warranties of the Borrower and each other Loan Party contained in Article VI or any other Loan Document, or which are V (except for the representations and warranties contained in any document furnished at any time under or in connection herewith or therewith, Sections 5.04(c) and 5.05 hereof) that are qualified by materiality shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) on and as of the date of such Borrowing, and all representations and warranties of the Borrower contained in Article V (except for the representations and warranties contained in Sections 5.04(c) and 5.05 hereof) that are not qualified by materiality shall be true and correct in all material respects on and as of the date of such Borrowing, except, in each case, to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) as of such earlier date, and except that for purposes of this Section 5.02, the representations and warranties contained in subsections (a) and (b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01. (b) No Default or Event of Default shall exist, or would result from such proposed Borrowing or from the application of the proceeds thereof. (c) The Administrative Agent shall have received a Loan Notice Request for Borrowing in accordance with the requirements hereof. Each Request for Borrowing (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 5.02(a4.02(a) and (b) have been satisfied on and as of the date of the applicable Borrowing.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor make any Loan Notice is subject to the following conditions precedent: (a) The representations and warranties of the each Borrower and each other Loan Party contained in Article VI V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) on and as of the date of such Borrowing, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) as of such earlier date, and except that for purposes of this Section 5.024.02, the representations and warranties contained in subsections (a) and (b) of Section 6.05 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.016.01. (b) No Default or Event of Default shall exist, or would result from such proposed Borrowing or from the application of the proceeds thereof. (c) The Administrative For a Borrowing of Revolving Loans, Agent shall have received a Loan Notice Draw Certificate in accordance with the requirements hereof, and Agent shall have received a current Borrowing Base Certificate. (d) Agent shall have received, in form and substance satisfactory to it, such other assurances, certificates, documents or consents related to the foregoing as Agent or the Required Lenders reasonably may require. Each Loan Notice Draw Certificate submitted by the any Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 5.02(a4.02(a) and (b) have been satisfied on and as of the date of the applicable Borrowing.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Committed Loan Notice (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of (i) the Borrower and each other Loan Party Parties contained in Article VI V or in any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (and in all respects or, if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect, in all respects) on and as of the date of such Borrowing, Borrowing (except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) as of such earlier date, ) and except that for purposes of this Section 5.024.02, the representations and warranties contained in subsections (aSection 5.05(a) and (b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (bSection 6.01(a), respectively, of Section 7.01. (b) No Default or Event of Default shall exist, exist or would result from such proposed Borrowing or from the application of the proceeds thereof. (c) The Administrative Agent shall have received a Committed Loan Notice in accordance with the requirements hereof. Each Committed Loan Notice (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurodollar Rate Loans) submitted by the Borrower Company shall be deemed to be a representation and warranty that the conditions specified in Sections 5.02(a4.02(a) and (b) have been satisfied on and as of the date of the applicable Borrowing.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Loan Notice is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article VI or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) on and as of the date of such Borrowing, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) as of such earlier date, and except that for purposes of this Section 5.025.03, the representations and warranties contained in subsections (a) and (b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01. (b) No Default or Event of Default shall exist, or would result from such proposed Borrowing or from the application of the proceeds thereof. (c) With respect to any Loan Notice requesting a Borrowing of Term B Loans, the requested Borrowing shall occur during the Availability Period. (d) The Administrative Agent shall have received a Loan Notice in accordance with the requirements hereof. (e) The requested Borrowing shall not occur during any Standstill Period. Each Loan Notice submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 5.02(a5.03(a), (b), (c) and (be) have been satisfied on and as of the date of the applicable Borrowing.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Request for Borrowing (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party Credit Parties contained in Article VI V or any other Loan Document, or which are contained in any document required to be furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (or, in the case of the representations and warranties in Section 5.22 or any representation and warranty that is qualified by materiality, in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effectrespects) on and as of the date of such BorrowingBorrowing (other than the representations in Section 5.05(c) and Section 5.18, which shall be made only as of the Closing Date), except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or, in the case of the representations and warranties in Section 5.22 or any representation and warranty that is qualified by materiality, in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effectrespects) as of such earlier date, and except that for purposes of this Section 5.024.02, the representations and warranties contained in subsections (a) and (b) of Section 6.05 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.016.01. (b) No Default or Event shall exist on the date of Default shall existsuch Borrowing, or would result from such proposed Borrowing or from the application of the proceeds thereof. (c) The Administrative Agent shall have received a Loan Notice in accordance with the requirements hereof. Each Loan Notice submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 5.02(a) and (b) have been satisfied on and as of the date of the applicable Borrowing.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to make any Loans hereunder or otherwise to honor any Loan Notice (other than any Notice requesting only a conversion of Loans to another Type, or a continuation of Loans as the same Type) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article VI or any other Loan DocumentV, or which are contained in any document furnished at any time under or in connection herewith or therewithherewith, shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) on and as of the date of such Borrowing, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) as of such earlier datedate , and except that for purposes of this Section 5.02, the representations and warranties contained in subsections subsection (a) and (b) of Section 6.05 shall be deemed to refer to the last day of the most recent fiscal quarter and year for which financial statements furnished pursuant to clauses (ahave been delivered in respect of the representations and warranties made in Sections 5.05(a) and (b), respectively, of Section 7.01. (b) No Default or Event of Default shall exist, or would result from such proposed Borrowing or from the application of the proceeds thereofBorrowing. (c) The Administrative Agent shall have received a Loan Notice in accordance with the requirements hereof. (d) The Administrative Agent shall have received, in form and substance satisfactory to it, such other assurances, certificates, documents or consents related to the foregoing as the Administrative Agent or the Required Lenders reasonably may require. Each Loan Notice (other than any Notice requesting only a conversion of Loans to another Type, or a continuation of Loans as the same Type) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 5.02(a4.02(a) and (b) have been satisfied on and as of the date of the applicable Borrowing.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any a Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of SOFR Loans), is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party Borrowers contained in Article VI V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, Document shall be true and correct in all material respects (except that those representations and in all respects if any such representation or warranty is already warranties which are qualified by materiality or reference to Material Adverse EffectEffect shall be true and correct in all respects) on and as of the date of such Borrowing, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (except that those representations and in all respects if any such representation or warranty is already warranties which are qualified by materiality or reference to Material Adverse EffectEffect shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 5.024.02, the representations and warranties contained in subsections subsection (a) and (b) of Section 6.05 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (ai), (ii), (v) and (b), vi) respectively, of Section 7.016.01; provided that after the Effective Date the representations and warranties set forth in Section 5.05(b) or Section 5.06 shall not be required to be true or correct as a condition precedent to any Borrowing. (b) No Default or Event of Default shall then exist, or would result from such proposed Borrowing or from the application of the proceeds thereof. (c) The Administrative Agent shall have received a Loan Notice in accordance with the requirements hereof. Each Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of SOFR Loans) submitted by the a Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 5.02(a4.02(a) and (b) have been satisfied on and as of the date of the applicable Borrowing.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Loan Notice is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article VI or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) on and as of the date of such Borrowing, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) as of such earlier date, and except that for purposes of this Section 5.02, the representations and warranties contained in subsections clauses (a) and (b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01. (b) No Default or Event of Default shall exist, exist or would result from such proposed Borrowing or from the application of the proceeds thereof. (c) The Administrative Agent shall have received a Loan Notice in accordance with the requirements hereof. Each Loan Notice submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 5.02(a) and (b) have been satisfied on and as of the date of the applicable Borrowing.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Committed Loan Notice is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article VI V or any other Loan Document, or which are contained 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 any representation and in all respects if any such representation warranty that is qualified as to “materiality” or warranty is already qualified by materiality or reference to “Material Adverse Effect” shall be true and correct in all respects) on and as of the date of such Borrowing, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) as of such earlier date, and except that for purposes of this Section 5.024.02, the representations and warranties contained in subsections (a) and (b) of Section 6.05 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.016.01. (b) No Default or Event of Default shall exist, or would result from such proposed Borrowing or from the application of the proceeds thereof. (c) The Administrative Agent shall have received a Committed Loan Notice in accordance with the requirements hereof. (d) Agent shall have received, in form and substance satisfactory to it, such other assurances, certificates, documents or consents related to the foregoing as Agent or the Required Lenders reasonably may require. Each Committed Loan Notice submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 5.02(a4.02(a) and (b) have been satisfied on and as of the date of the applicable Borrowing.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Notice of Borrowing or Notice of Continuation/Conversion (other than a Notice of Continuation/Conversion requesting only a conversion of Loans to the other Type, or a continuation of Eurodollar Rate Loans) or to make the advance of the Term Loan Notice is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article VI V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) on and as of the date of such Borrowing, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) as of such earlier date, and except that for purposes of this Section 5.024.02, the representations and warranties contained in subsections (aSections 5.05(a) and (b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (aSections 6.01(a) and (b), respectively, of Section 7.01. (b) No Default or Event In the case of any Notice of Borrowing, no Default shall exist, or would result from such proposed Borrowing or from the application of the proceeds thereof. (c) The Administrative Agent shall have received a Loan Notice in accordance with the requirements hereof. Each Loan Notice submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 5.02(a) and (b) have been satisfied on and as of the date of the applicable Borrowing.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor make a Loan on the occasion of any Loan Notice Borrowing is subject to the satisfaction of the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article VI V (other than the representations and warranties contained in Sections 5.05(c), 5.06(b) and 5.12 for all Borrowings other than any Borrowing occurring on the Closing Date) or any other Loan DocumentDocument that are qualified by materiality shall be true and correct on and as of the date of such Borrowing, or which and the representations and warranties that are contained in any document furnished at any time under or in connection herewith or therewith, not qualified by materiality shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) on and as of the date of such Borrowing, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) as of such earlier datedate (provided, that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the text thereof), and except that for purposes of this Section 5.024.02, the representations and warranties contained in subsections (a) and (b) of Section 6.05 shall be deemed to refer to 5.05 shall, after the most recent first delivery of financial statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.016.01, be deemed to refer to the most recent financial statements so delivered. (b) No Default or Event of Default shall exist, or would result from such proposed Borrowing or from the application of the proceeds thereof. (c) The Administrative Agent shall have received a Committed Loan Notice in accordance with the requirements hereof. Each Committed Loan Notice in respect of a Borrowing submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 5.02(a) and (b) this Section 4.02 have been satisfied on and as of the date of the applicable Borrowing.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Loan Notice (including, without limitation, a Loan Notice requesting a Borrowing on the Funding Date) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article VI or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) on and as of the date of such Borrowing, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) as of such earlier date, and except that for purposes of this Section 5.025.03, the representations and warranties contained in subsections (a) and (b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses subsections (a) and (b), respectively, of Section 7.01. (b) No Default or Event of Default shall exist, or would result from exist after giving effect to such proposed Borrowing or from the application of the proceeds thereof. (c) The Administrative Agent shall have received a Loan Notice in accordance with the requirements hereof. (d) The amount of each requested Borrowing shall not exceed the aggregate available Term Loan Commitments. (e) For any Borrowing after the Funding Date, the applicable conditions set forth in Section 2.01 have been satisfied. Each Loan Notice submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 5.02(a5.03(a), (b), (d) and (be) have been satisfied on and as of the date of the applicable Borrowing.

CONDITIONS TO ALL BORROWINGS. The obligation of each the Lender to honor any Loan Notice (other than a Loan Notice requesting only the conversion of Loans from one Type to another or the continuation of Eurodollar Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article VI V or any other Loan Document, or which are contained in any document furnished at any time by the Borrower to the Lender under or in connection herewith or therewithwith this Agreement, shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and in all respects if any such representation warranties that already are qualified or warranty is already qualified modified by materiality or reference to Material Adverse Effectin the text thereof) on and as of the date of such Borrowing, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) as of such earlier date, and except that for purposes of this Section 5.02, 4.02(a) the representations and warranties contained in subsections (aSection 5.06(b) and (b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.016.01. (b) No Default or Event of Default shall exist, exist or would result from such proposed Borrowing or from the application of the proceeds thereofBorrowing. (c) The Administrative Agent Lender shall have received a Loan Notice in accordance with the requirements hereof. Each Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 5.02(a4.02(a) and (b) have been satisfied on and as of the date of the applicable Borrowing.and

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Request for Borrowing (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party Credit Parties contained in Article VI V or any other Loan Document, or which are contained in any document required to be furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (or, in the case of the representations and warranties in Sections 5.16 and 5.22 or any representation and warranty that is qualified by materiality, in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effectrespects) on and as of the date of such BorrowingBorrowing (other than the representations in Section 5.05(c) and Section 5.18, which shall be made only as of the Closing Date), except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or, in the case of the representations and warranties in Sections 5.16 and 5.22 or any representation and warranty that is qualified by materiality, in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effectrespects) as of such earlier date, and except that for purposes of this Section 5.024.02, the representations and warranties contained in subsections (a) and (b) of Section 6.05 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.016.01. (b) No Default or Event shall exist on the date of Default shall existsuch Borrowing, or would result from such proposed Borrowing or from the application of the proceeds thereof. (c) The Administrative Agent shall have received a Loan Notice in accordance with the requirements hereof. Each Loan Notice submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 5.02(a) and (b) have been satisfied on and as of the date of the applicable Borrowing.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Loan Notice Request for Borrowing from the Borrower, whether on the Effective Date or after the Effective Date, is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article VI (other than in Section 6.05(c) and Section 6.06) or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct correct, in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) on respects, on, and as of of, the date of such BorrowingBorrowing (other than any representation and warranty that is expressly qualified by materiality, in which case, such representation and warranty shall be true and correct in all respects), except to the extent that such representations and warranties specifically refer to an earlier date, in which case case, they shall be true and correct, in all material respects (other than any representation and warranty that is expressly qualified by materiality, in which case, such representation and warranty shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) respects), as of such earlier date, date (and except that that, for purposes of this Section 5.02, the representations and warranties contained in subsections (aSection 6.05(a) and (bSection 6.05(b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (aSection 7.01(a) and (bSection 7.01(b), respectively, of Section 7.01). (b) No Default or Event of Default shall exist, or would result from such proposed Borrowing or from the application of the proceeds thereof. (c) The Administrative Agent and, if applicable, the Swing Line Lender shall have received a Loan Notice Request for Borrowing from the Borrower in accordance with the requirements hereof. Each Loan Notice Request for Borrowing submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections each of Section 5.02(a) and (bSection 5.02(b) have been satisfied on on, and as of of, the date of the applicable Borrowing.. 147741845_5

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurodollar Rate Loans) is subject to the Closing Date having occurred and the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article VI V or any representations and warranties of the Borrower in any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct correct, in all material respects (and in all respects if provided that such materiality qualifier shall not apply to the extent that any such representation or warranty is already qualified or modified by materiality or reference to Material Adverse Effect) in the text thereof), on and as of the date of such BorrowingBorrowing (or, for the purposes of Section 4.01(vi), as of the Effective Date), except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if provided that such materiality qualifier shall not apply to the extent that any such representation or warranty is already qualified or modified by materiality or reference to Material Adverse Effectin the text thereof) as of such earlier date, and except that for purposes of this Section 5.024.03, (i) the representations and warranties contained in subsections (a) and (b) of Section 6.05 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.016.01, and (ii) the representations and warranties in subsection (c) of Section 5.05 and subsection (b) of Section 5.06, need only be true and correct on and as of the Effective Date. (b) No Default or Event of Default shall exist, or would result from such proposed Borrowing or (or, for the purposes of Section 4.01(a)(vi), from the application occurrence of the proceeds thereofEffective Date). (c) The Administrative Agent shall have received a Loan Notice in accordance with the requirements hereof. Each Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 5.02(a4.03(a) and (b) have been satisfied on and as of the date of the applicable Borrowing. Without limiting the generality of the provisions of Section 9.04, for purposes of determining compliance with the conditions specified in Article IV, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Effective Date, or Closing Date (as applicable pursuant to this Article IV), specifying its objection thereto.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Request for Borrowing (other than a Loan Notice requesting only a continuation of Term SOFR Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article VI or any and contained in each other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) on and as of the date of such Borrowing, except (i) to the extent that such representations and warranties are qualified by materiality, they shall be true and correct on and as of the date of such Borrowing, and (ii) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if any as of such representation or warranty is already earlier date except to the extent qualified by materiality or reference to Material Adverse Effect) materiality, then they shall be true and correct as of such earlier date, and except that for purposes of this Section 5.024.02, the representations and warranties contained in subsections (aSection 6.22(a) and (b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses subsections (a) and (b), respectively, of Section 7.01. (b) No Default or Event of Default shall exist, or would result from such proposed Borrowing or from the application of the proceeds thereof. (c) The Administrative Agent shall have received a Loan Notice in accordance with the requirements hereof. Each Loan Notice submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 5.02(a) and (b) have been satisfied on and as of the date of the applicable Borrowing.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Loan Notice Request for Borrowing from any Borrower is subject to the following conditions precedent: (a) The representations and warranties of the such Borrower and each other Loan Party contained in Article VI (other than Sections 6.05(c) and 6.06) or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) on and as of the date of such BorrowingBorrowing (other than any representation and warranty that is expressly qualified by materiality, in which case such representation and warranty shall be true and correct in all respects), except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) as of such earlier date, and except that for purposes of this Section 5.02, the representations and warranties contained in subsections clauses (a) and (b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01. (b) No Default or Event of Default shall exist, or would result from such proposed Borrowing or from the application of the proceeds thereof, with respect to such Borrower. (c) The Administrative Agent and, if applicable, the Swing Line Lender shall have received a Loan Notice Request for Borrowing from such Borrower in accordance with the requirements hereof. Each Loan Notice Request for Borrowing submitted by the any Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 5.02(a) and (b) have been satisfied on and as of the date of the applicable Borrowing.

CONDITIONS TO ALL BORROWINGS. The obligation obligations of each Lender to honor any Loan Notice is (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Loans) are subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party (i) which are contained in Article VI or 6, any other Loan Document, such Loan Notice and the most recent Compliance Certificate delivered to Administrative Agent prior to the requested date for such Borrowing, or (ii) which are contained in any other document furnished at any time under or in connection herewith or therewiththerewith that specifically states therein that such representations and warranties are being made for the benefit of the Lenders and the Administrative Agent, shall be true and correct (in the case of each representation and warranty described in clause (i) or (ii) immediately preceding) in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) on and as of the date of such Borrowing, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) as of such earlier date, and except that for purposes of this Section 5.02, the representations and warranties contained in subsections (a) and (b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01. (b) No Default or Event of Default shall exist, or would result from such proposed Borrowing or from the application of the proceeds thereofBorrowing. (c) The Administrative Agent shall have received a Loan Notice in accordance with the requirements hereof. Each Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 5.02(a) and (b) have been satisfied on and as of the date of the applicable Borrowing.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Loan Notice (other than (i) a Loan Notice requesting only a conversion of Loans to the other Type, or (ii) a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article VI V (except, in the case of any Borrowing after the Closing Date, the representations and warranties in Sections 5.04(c) and 5.05) or in any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (provided that (i) if a representation and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effectmaterial adverse effect it shall be true and correct in all respects and (ii) the representation and warranty made in Section 5.12(a) shall be true and correct in all respects), in each case on and as of the date of such BorrowingBorrowing (or, except to the extent that if such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) as of such earlier date), and except that for purposes of this Section 5.024.02, the representations and warranties contained in subsections (a) and (b) of Section 6.05 5.04 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.016.01. (b) No Default or Event of Default shall exist, exist or would result from such proposed Borrowing or from the application of the proceeds thereofBorrowing. (c) The Administrative Agent shall have received a Loan Notice in accordance with the requirements hereof. Each Loan Notice (other than (i) a Loan Notice requesting only a conversion of Loans to the other Type, or (ii) a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 5.02(a4.02(a) and (b) have been satisfied on and as of the date of the applicable Borrowing.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article VI V (excluding the representations and warranties contained in Sections 5.05(e) and 5.06, which shall be made only on the Closing Date) or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all respects (or true and correct in all material respects (and in all respects if any such representation or warranty is already not qualified by materiality or reference to Material Adverse Effect) on and as of the date of such Borrowing, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all respects (or true and correct in all material respects (and in all respects if any such representation or warranty is already not qualified by materiality or reference to Material Adverse Effect) as of such earlier date, and except that for purposes of this Section 5.024.02, the representations and warranties contained in subsections (a), (b), (c) and (bd) of Section 6.05 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses subsections (a), (b), (c) and (bd), respectively, of Section 7.016.01. (b) No Default or Event of Default shall exist, or would result from such proposed Borrowing or from the application of the proceeds thereof. (c) The Administrative Agent shall have received a Loan Notice in accordance with the requirements hereof. Each Loan Notice submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 5.02(a) and (b) have been satisfied on and as of the date of the applicable Borrowing.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Committed Loan Notice is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other applicable Loan Party Parties contained in Article VI V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) on and as of the date of such Borrowing, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) as of such earlier date, and except that for purposes of this Section 5.024.02, the representations and warranties contained in subsections (aSections 5.05(a) and (b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (aSections 6.01(a) and (b), respectively, of Section 7.01. (b) No Default or Event of Default shall exist, or would result from such proposed Borrowing or from the application of the proceeds thereof. (c) The Administrative Agent shall have received a Committed Loan Notice in accordance with the requirements hereof. (d) The Board of Directors of the Borrower has approved the Loans requested by such Committed Loan Notice. Each Committed Loan Notice submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 5.02(a4.02(a) and (b) have been satisfied on and as of the date of the applicable Borrowing.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any a Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurodollar Rate Loans), is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party Borrowers contained in Article VI V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, Document shall be true and correct in all material respects (except that those representations and in all respects if any such representation or warranty is already warranties which are qualified by materiality or reference to Material Adverse EffectEffect shall be true and correct in all respects) on and as of the date of such Borrowing, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (except that those representations and in all respects if any such representation or warranty is already warranties which are qualified by materiality or reference to Material Adverse EffectEffect shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 5.024.02, the representations and warranties contained in subsections subsection (a) and (b) of Section 6.05 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (ai) and (bii), respectively, of Section 7.016.01; provided that after the Effective Date the representations and warranties set forth in Section 5.05(b), Section 5.06 or Section 5.13 shall not be required to be true or correct as a condition precedent to any Borrowing. (b) No Default or Event of Default shall then exist, or would result from such proposed Borrowing or from the application of the proceeds thereof. (c) The Administrative Agent shall have received a Loan Notice in accordance with the requirements hereof. Each Loan Notice submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 5.02(a) and (b) have been satisfied on and as of the date of the applicable Borrowing.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Loan Notice Request for Credit Extension is subject to the following conditions precedent: (a) The Separation Agreements shall be in full force and effect, unless terminated on a basis reasonably satisfactory to the Agent. (b) The representations and warranties of the Borrower and each other Loan Party contained in Article VI V or in any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) on and as of the date of such Borrowing, except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) as of such earlier date, (ii) in the case of any representation and except that warranty qualified by materiality, in which case they shall be true and correct in all respects and (iii) for purposes of this Section 5.024.02, the representations and warranties contained in subsections (a), (b) and (bc) of Section 6.05 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.016.01. (bc) No Default or Event of Default shall exist, or would result from such proposed Borrowing or from the application of the proceeds thereof. (cd) The Administrative Agent shall have received a Loan Notice Request for Credit Extension in accordance with the requirements hereof. Each Loan Notice Request for Credit Extension submitted by the Lead Borrower shall be deemed to be a representation and warranty by the Borrowers that the conditions specified in Sections 5.02(a4.02(a) and (b) have been satisfied on and as of the date of the applicable Borrowing. The conditions set forth in this Section 4.02 are for the sole benefit of the Agent.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Loan Notice is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article VI or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) on and as of the date of such Borrowing, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) as of such earlier date, and except that for purposes of this Section 5.02, the representations and warranties contained in subsections clauses (a) and (b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01. (b) No Default or Event of Default shall exist, or would result from such proposed Borrowing or from the application of the proceeds thereof. (c) With respect to the Term C Borrowing, the Term C Draw Conditions shall have been satisfied. (d) The Administrative Agent shall have received a Loan Notice in accordance with the requirements hereof. Each Loan Notice submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 5.02(a), (b) and (bc) (if applicable) have been satisfied on and as of the date of the applicable Borrowing.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article VI V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) on and as of the date of such Borrowing, except (i) for representations and warranties which are qualified by the inclusion of a materiality standard, which representations and warranties shall be true and correct in all respects, and (ii) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) as of such earlier date, and except that for purposes of this Section 5.024.02, the representations and warranties contained in subsections clauses (a) and (b) of Section 6.05 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.016.01. (b) No Default or Event of Default shall exist, exist or would result from such proposed Borrowing or from the application of the proceeds thereof. (c) The Administrative Agent shall have received a Loan Notice in accordance with the requirements hereof. DB1/ 113327194.13 Each Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurocurrency Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 5.02(a4.02(a) and (b) have been satisfied on and as of the date of the applicable Borrowing.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Loan Notice Request for Borrowing from any Borrower, whether on the Effective Date or after the Effective Date, is subject to the following conditions precedent: (a1) The representations and warranties of the such Borrower and each other Loan Party contained in Article VI (other than in Section 6.05(c) and Section 6.06) or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct correct, in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) on respects, on, and as of of, the date of such BorrowingBorrowing (other than any representation and warranty that is expressly qualified by materiality, in which case, such representation and warranty shall be true and correct in all respects), except to the extent that such representations and warranties specifically refer to an earlier date, in which case case, they shall be true and correct, in all material respects (other than any representation and warranty that is expressly qualified by materiality, in which case, such representation and warranty shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) respects), as of such earlier date, date (and except that that, for purposes of this Section 5.02, the representations and warranties contained in subsections (aSection 6.05(a) and (bSection 6.05(b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (aSection 7.01(a) and (bSection 7.01(b), respectively, of Section 7.01). (b2) No Default or Event of Default with respect to such Borrower shall exist, or would result from such proposed Borrowing or from the application of the proceeds thereof. (c3) The Administrative Agent and, if applicable, the Swing Line Lender shall have received a Loan Notice Request for Borrowing from such Borrower in accordance with the requirements hereof. Each Loan Notice Request for Borrowing submitted by the any Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections each of Section 5.02(a) and (bSection 5.02(b) have been satisfied on on, and as of of, the date of the applicable Borrowing.

CONDITIONS TO ALL BORROWINGS. The obligation obligations of each Lender to honor any Loan Notice is (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Loans) are subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party (i) which are contained in Article VI or VI, any other Loan Document, such Loan Notice and the most recent Compliance Certificate delivered to Administrative Agent prior to the requested date for such Borrowing, or (ii) which are contained in any other document furnished at any time under or in connection herewith or therewiththerewith that specifically states therein that such representations and warranties are being made for the benefit of the Lenders and the Administrative Agent, shall be true and correct (in the case of each representation and warranty described in clause (i) or (ii) immediately preceding) in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) on and as of the date of such Borrowing, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) as of such earlier date, and except that for purposes of this Section 5.02, the representations and warranties contained in subsections (a) and (b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01. (b) No Default or Event of Default shall exist, or would result from such proposed Borrowing or from the application of the proceeds thereofBorrowing. (c) The Administrative Agent shall have received a Loan Notice in accordance with the requirements hereof. Each Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 5.02(a) and (b) have been satisfied on and as of the date of the applicable Borrowing.