Common use of CONDITIONS TO ALL BORROWINGS Clause in Contracts

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 contained in Article V (other than, after 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 warranties are already qualified by materiality, 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 warranties are already qualified by materiality, 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 4.02, the representations and warranties contained in subsection (a) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsection (a) of Section 6.01 (and, if any financial statements shall have been subsequently delivered pursuant to subsection (b) of Section 6.01, then also to such financial statements so subsequently delivered). (b) 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 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 4.02(a) and 4.02(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 Loan Notice Request for Borrowing (other than a Committed Loan Notice requesting only a conversion of Committed Loans to another Type the other Type, or a continuation of Term SOFR Eurocurrency Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower Borrowers contained in Article V (or any representations and warranties of any Loan Party in any other thanLoan Document, after the Closing Dateor which are contained in any document furnished at any time under or in connection herewith or therewith, Sections 5.05(b) and 5.06) shall be true and correct in all material respects (except provided that such materiality qualifier shall not apply to the extent that any such representations and warranties are representation or warranty is already qualified or modified by materialitymateriality in the text thereof), in which case they shall be true and correct in all respects) 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 (except provided that such materiality qualifier shall not apply to the extent that any such representations and warranties are representation or warranty is already qualified or modified by materiality, materiality in which case they shall be true and correct in all respectsthe text thereof) as of such earlier date, and except that for purposes of this Section 4.02, (i) the representations and warranties contained in subsection subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsection clauses (a) and (b), respectively, of Section 6.01 and (andii) the representations and warranties in subsection (c) of Section 5.05, if any financial statements shall have been subsequently delivered pursuant to subsection (b) of Section 6.015.06, then also to such financial statements so subsequently delivered)and Section 5.10 need only be true and correct on and as of the Closing Date. (b) No 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 another the other Type or a continuation of Term SOFR Eurocurrency Rate Loans) submitted by the Company shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and 4.02(b(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) Request for Borrowing is subject to the following conditions precedent: (a) The representations and warranties of the Borrower contained in Article V (or any other thanLoan Document, after the Closing Dateor which are contained in any document furnished at any time under or in connection herewith or therewith, Sections 5.05(b) and 5.06) shall be true and correct in all material respects (except to the extent that such representations and warranties are already qualified by materiality, 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 warranties are already qualified by materiality, 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 4.02, the representations and warranties contained in subsection subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsection clauses (a) of Section 6.01 (and, if any financial statements shall have been subsequently delivered pursuant to subsection and (b) ), respectively, of Section 6.01, then also to such financial statements so subsequently delivered). (b) No 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 Request for Borrowing (other than a conversion of Loans to another 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 4.02(a), (b), (d) and 4.02(b(e) 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 (other than the initial funding on the Closing Date, a Committed Loan Notice requesting only a conversion of Committed Loans to another Type the other Type, or a continuation of Term SOFR Eurodollar Rate Loans) is subject to the following conditions precedent: (a) The All representations and warranties of the Borrower contained in Article V (other than, after except for the Closing Date, representations and warranties contained in Sections 5.05(b5.04(c) and 5.065.05 hereof) that are qualified by materiality shall be true and correct in all material respects (except to the extent that such representations and warranties are already qualified by materiality, in which case they shall be true and correct in all respects) 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 (except to the extent that such representations and warranties are already qualified by materiality, 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 4.02, the representations and warranties contained in subsection (a) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsection (a) of Section 6.01 (and, if any financial statements shall have been subsequently delivered pursuant to subsection (b) of Section 6.01, then also to such financial statements so subsequently delivered). (b) 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 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 another the other Type or a continuation of Term SOFR Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and 4.02(b(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 another Type 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 Borrowers contained in Article V (or any other than, after the Closing Date, Sections 5.05(b) and 5.06) Loan Document shall be true and correct in all material respects (except to the extent that such those representations and warranties which are already qualified by materiality, in which case they materiality or 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 (except to the extent that such those representations and warranties which are already qualified by materiality, in which case they materiality or Material Adverse Effect shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in subsection (a) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsection clauses (ai), (ii), (v) of Section 6.01 and (andvi) respectively, if any financial statements shall have been subsequently delivered pursuant to subsection (b) of Section 6.01, then also ; 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 such financial statements so subsequently delivered)be true or correct as a condition precedent to any Borrowing. (b) No 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 Borrowing Loan Notice (other than a Loan Notice requesting only a conversion of Loans to another the other Type or a continuation of Term SOFR Loans) submitted by a Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and 4.02(b(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 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 V (VI or any other thanLoan Document, after the Closing Dateor which are contained in any document furnished at any time under or in connection herewith or therewith, Sections 5.05(b) and 5.06) shall be true and correct in all material respects (except to the extent that and in all respects if any such representations and warranties are representation or warranty is already qualified by materiality, in which case they shall be true and correct in all respectsmateriality 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 (except to the extent that and in all respects if any such representations and warranties are representation or warranty is already qualified by materiality, in which case they shall be true and correct in all respectsmateriality or reference to Material Adverse Effect) as of such earlier date, and except that for purposes of this Section 4.025.03, the representations and warranties contained in subsection subsections (a) and (b) of Section 5.05 6.05 shall be deemed to refer to the most recent statements furnished pursuant to subsection clauses (a) and (b), respectively, of Section 6.01 (and, if any financial statements shall have been subsequently delivered pursuant to subsection (b) of Section 6.01, then also to such financial statements so subsequently delivered)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 Borrowing (other than a conversion of Loans to another Type or a continuation of Term SOFR Loans) Loan Notice submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a5.03(a) and 4.02(b(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 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 V (VI or any other thanLoan Document, after the Closing Dateor which are contained in any document furnished at any time under or in connection herewith or therewith, Sections 5.05(b) and 5.06) shall be true and correct in all material respects (except to the extent that and in all respects if any such representations and warranties are representation or warranty is already qualified by materiality, in which case they shall be true and correct in all respectsmateriality 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 (except to the extent that and in all respects if any such representations and warranties are representation or warranty is already qualified by materiality, in which case they shall be true and correct in all respectsmateriality or reference to Material Adverse Effect) as of such earlier date, and except that for purposes of this Section 4.025.02, the representations and warranties contained in subsection subsections (a) and (b) of Section 5.05 6.05 shall be deemed to refer to the most recent statements furnished pursuant to subsection clauses (a) and (b), respectively, of Section 6.01 (and, if any financial statements shall have been subsequently delivered pursuant to subsection (b) of Section 6.01, then also to such financial statements so subsequently delivered)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 Borrowing (other than a conversion of Loans to another Type or a continuation of Term SOFR Loans) Loan Notice submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a5.02(a) and 4.02(b(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 make a Loan Notice requesting only a conversion on the occasion of Loans to another Type or a continuation of Term SOFR Loans) any Borrowing is subject to the following conditions precedent: (a) The representations and warranties of the Borrower contained in Article V (other thanthan the representations and warranties contained in Sections 5.05(c), after 5.06(b), 5.09 and 5.17 for all Borrowings other than the Closing Dateinitial Borrowing) or any other Loan Document that are qualified by materiality shall be true and correct on and as of the date of such Borrowing, Sections 5.05(b) and 5.06) that are not qualified by materiality shall be true and correct in all material respects (except to the extent that such representations and warranties are already qualified by materiality, 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 warranties are already qualified by materiality, 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 4.02, the representations and warranties contained in subsection subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsection clauses (a) of Section 6.01 (and, if any financial statements shall have been subsequently delivered pursuant to subsection and (b) ), respectively, of Section 6.01, then also to such financial statements so subsequently delivered). (b) 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 Committed Loan Notice in accordance with the requirements hereof. Each Committed Loan Notice in respect of a Borrowing (other than a conversion of Loans to another 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 4.02(a) and 4.02(b(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 another Type 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 contained in Article V (or any representations and warranties of any Loan Party in any other thanLoan Document, after the Closing Dateor which are contained in any document furnished at any time under or in connection herewith or therewith, Sections 5.05(b) and 5.06) shall be true and correct in all material respects (except provided that such materiality qualifier shall not apply to the extent that any such representations and warranties are representation or warranty is already qualified or modified by materialitymateriality in the text thereof), in which case they shall be true and correct in all respects) 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 (except provided that such materiality qualifier shall not apply to the extent that any such representations and warranties are representation or warranty is already qualified or modified by materiality, materiality in which case they shall be true and correct in all respectsthe text thereof) as of such earlier date, and except that for purposes of this Section 4.02, (i) the representations and warranties contained in subsection subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsection clauses (a) and (b), respectively, of Section 6.01 and (andii) the representations and warranties in subsection (c) of Section 5.05, if any financial statements shall have been subsequently delivered pursuant to subsection (b) of Section 6.015.06, then also to such financial statements so subsequently delivered)and Section 5.10 need only be true and correct on and as of the Closing Date. (b) No 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 Borrowing Loan Notice (other than a Loan Notice requesting only a conversion of Loans to another 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 4.02(a) and 4.02(b(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 (other than a Loan Notice requesting only a conversion of Loans to another Type the other Type, or a continuation of Term SOFR Eurocurrency Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower contained in Article V (other thanthan in Sections 5.05(c), after the Closing Date5.06, Sections 5.05(b5.10, 5.11 and 5.14) and 5.06) 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 (except to the extent that such representations and warranties are already qualified by materiality, 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 warranties are already qualified by materiality, 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 4.02, the representations and warranties contained in subsection subsections (a) and (b) of Section 5.05 shall be deemed to refer to include the most recent statements furnished pursuant to subsection clauses (a) of Section 6.01 (and, if any financial statements shall have been subsequently delivered pursuant to subsection and (b) ), respectively, of Section 6.01, then also to such financial statements so subsequently delivered). (b) 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 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 another the other Type or a continuation of Term SOFR Eurocurrency Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and 4.02(b(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 another Type Request for Borrowing from any Borrower, whether on the Closing Date or a continuation of Term SOFR Loans) after the Closing Date during the Availability Period, is subject to the following conditions precedent: (a) The representations and warranties of the such Borrower contained in Article V VI (other than, after the Closing Date, Sections 5.05(bthan in Section 6.05(c) and 5.06Section 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 respects, on, and as of, the date of such Borrowing (except to the extent other than any representation and warranty that such representations and warranties are already is expressly qualified by materiality, in which case they case, such representation and warranty 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 case, they shall be true and correct correct, in all material respects (except to the extent other than any representation and warranty that such representations and warranties are already is expressly qualified by materiality, in which case they case, such representation and warranty shall be true and correct in all respects) ), as of such earlier date, date (and except that that, for purposes of this Section 4.025.02, the representations and warranties contained in subsection (aSection 6.05(a) of and Section 5.05 6.05(b) shall be deemed to refer to the most recent statements furnished pursuant to subsection (aSection 7.01(a) of and Section 6.01 (and7.01(b), if any financial statements shall have been subsequently delivered pursuant to subsection (b) of Section 6.01, then also to such financial statements so subsequently deliveredrespectively). (b) No 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 Request for Borrowing (other than a conversion of Loans to another Type or a continuation of Term SOFR Loans) submitted by any Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(aeach of Section 5.02(a) and 4.02(bSection 5.02(b) have been satisfied on on, and as of 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 Type, or a continuation of Term SOFR Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower Company contained in Article V (or any representations and warranties of the Company in any other thanLoan Document, after the Closing Dateor which are contained in any document furnished at any time under or in connection herewith or therewith, Sections 5.05(b) and 5.06) shall be true and correct in all material respects (except provided that such materiality qualifier shall not apply to the extent that any such representations and warranties are representation or warranty is already qualified or modified by materialitymateriality in the text thereof), in which case they shall be true and correct in all respects) 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 (except provided that such materiality qualifier shall not apply to the extent that any such representations and warranties are representation or warranty is already qualified or modified by materiality, materiality in which case they shall be true and correct in all respectsthe text thereof) as of such earlier date, and except that for purposes of this Section 4.02, (i) the representations and warranties contained in subsection subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsection clauses (a) and (b), respectively, of Section 6.01 and (and, if any financial statements shall have been subsequently delivered pursuant to ii) the representations and warranties in subsection (b) of Section 6.01, then also to such financial statements so subsequently delivered)5.06 and Section 5.10 need only be true and correct on and as of the Closing Date. (b) No 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 Borrowing 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 Company shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and 4.02(b(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 make a Loan Notice requesting only a conversion on the occasion of Loans to another Type or a continuation of Term SOFR Loans) any Borrowing is subject to the satisfaction of the following conditions precedent: (a) The representations and warranties of the Borrower contained in Article V (other thanthan the representations and warranties contained in Sections 5.05(c), after the Closing Date, Sections 5.05(b5.06(b) and 5.065.12 for all Borrowings) or any other Loan Document that are qualified by materiality shall be true and correct on and as of the date of such Borrowing, and the representations and warranties that are not qualified by materiality shall be true and correct in all material respects (except to the extent that such representations and warranties are already qualified by materiality, 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 warranties are already qualified by materiality, in which case they shall be true and correct in all respects) 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 4.02, the representations and warranties contained in subsection subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished delivered pursuant to subsection clauses (a) of Section 6.01 (and, if any financial statements shall have been subsequently delivered pursuant to subsection and (b) ), respectively, of Section 6.01, then also to such financial statements so subsequently delivered). (b) 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 Committed Loan Notice in accordance with the requirements hereof. Each Committed Loan Notice in respect of a Borrowing (other than a conversion of Loans to another 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 4.02(a) and 4.02(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 the Lender to honor any Loan Notice (other than a Loan Notice requesting only a the conversion of Loans from one Type to another Type or a the continuation of Term SOFR Eurodollar Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower contained in Article V (or any other thanLoan Document, after or which are contained in any document furnished by the Closing DateBorrower to the Lender under or in connection with this Agreement, Sections 5.05(b) and 5.06) shall be true and correct in all material respects (except to the extent that such materiality qualifier shall not be applicable to any representations and warranties that already are already qualified or modified by materiality, materiality in which case they shall be true and correct in all respectsthe 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 (except to the extent that such representations and warranties are already qualified by materiality, 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 4.02, 4.02(a) the representations and warranties contained in subsection (aSection 5.06(b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsection clauses (a) of Section 6.01 (and, if any financial statements shall have been subsequently delivered pursuant to subsection and (b) ), respectively, of Section 6.01, then also to such financial statements so subsequently delivered). (b) No 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 Borrowing Loan Notice (other than a Loan Notice requesting only a conversion of Loans to another the other Type or a continuation of Term SOFR Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and 4.02(b(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 another Type the other Type, or a continuation of Term SOFR 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 V (or any other than, after the Closing Date, Sections 5.05(b) and 5.06) Loan Document shall be true and correct in all material respects (except to the extent that such representations and warranties are already qualified by materiality, 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 warranties are already qualified by materiality, 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 4.02, the representations and warranties contained in subsection subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsection subsections (a) of Section 6.01 (and, if any financial statements shall have been subsequently delivered pursuant to subsection and (b) ), respectively, of Section 6.01, then also to such financial statements so subsequently delivered). (b) 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. (d) The Outstanding Amount after giving effect to the Borrowing shall not exceed the Minimum Collateral Amount. Each Borrowing Loan Notice (other than a Loan Notice requesting only a conversion of Loans to another the other Type or a continuation of Term SOFR Eurodollar Rate Loans) submitted by the relevant Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a), (b) and 4.02(b(d) 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 (other than a Loan Notice requesting only a conversion of Loans to another Type or a continuation of Term SOFR Loans) is subject to satisfaction of the following conditions precedent: (a) The representations and warranties of the Borrower contained in Article V (other than, after 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 warranties are already qualified by materiality, 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 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 (except only on the date of the initial Borrowing and on the Assumption Date after giving effect to the extent that such representations and warranties are already qualified by materiality, 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 4.02, the representations and warranties contained in subsection (a) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsection (a) of Section 6.01 (and, if any financial statements shall have been subsequently delivered pursuant to subsection (b) of Section 6.01, then also to such financial statements so subsequently delivered)Assumption. (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 Borrowing (other than a conversion of Loans to another Type or a continuation of Term SOFR Loans) Loan Notice submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a4.03(a) and 4.02(b(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 advance the Borrowings of its 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 V (VII or any other thanLoan Document, after the Closing Dateor which are contained in any document furnished at any time under or in connection herewith or therewith, Sections 5.05(b) and 5.06) shall be true and correct in all material respects (except to the extent that such representations and warranties are already qualified by materiality, in which case they shall be true and correct in all respectswithout duplication of any materiality qualifiers 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 (except to the extent that such representations and warranties are already qualified by materiality, in which case they shall be true and correct in all respectswithout duplication of any materiality qualifiers therein) as of such earlier date, and except that for purposes of this Section 4.026.02, the representations and warranties contained in subsection subsections (a) and (b) of Section 5.05 7.05 shall be deemed to refer to the most recent statements furnished pursuant to subsection clauses (a) and (b), respectively, of Section 6.01 (and, if any financial statements shall have been subsequently delivered pursuant to subsection (b) of Section 6.01, then also to such financial statements so subsequently delivered)8.01. (b) 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 Borrowing Loan Notice (other than a Loan Notice requesting only a conversion of Loans to another the other Type or a continuation of Term SOFR Eurodollar Rate Loans) submitted by Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a6.02(a) and 4.02(b(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 the other Type, or a continuation of Term SOFR Eurodollar Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower Company contained in Article V (or any representations and warranties of the Company in any other thanLoan Document, after the Closing Dateor which are contained in any document furnished at any time under or in connection herewith or therewith, Sections 5.05(b) and 5.06) shall be true and correct in all material respects (except provided that such materiality qualifier shall not apply to the extent that any such representations and warranties are representation or warranty is already qualified or modified by materialitymateriality in the text thereof), in which case they shall be true and correct in all respects) 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 (except provided that such materiality qualifier shall not apply to the extent that any such representations and warranties are representation or warranty is already qualified or modified by materiality, materiality in which case they shall be true and correct in all respectsthe text thereof) as of such earlier date, and except that for purposes of this Section 4.02, (i) the representations and warranties contained in subsection subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsection clauses (a) and (b), respectively, of Section 6.01 and (andii) the representations and warranties in subsection (c) of Section 5.05, if any financial statements shall have been subsequently delivered pursuant to subsection (b) of Section 6.015.06, then also to such financial statements so subsequently delivered)and Section 5.10 need only be true and correct on and as of the Closing Date. (b) No 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 Borrowing Loan Notice (other than a Loan Notice requesting only a conversion of Loans to another the other Type or a continuation of Term SOFR Eurodollar Rate Loans) submitted by the Company shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and 4.02(b(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 advance the Borrowings of its 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 V (Section 5 or any other thanLoan Document, after the Closing Dateor which are contained in any document furnished at any time under or in connection herewith or therewith, Sections 5.05(b) and 5.06) shall be true and correct in all material respects (except to the extent that such representations and warranties are already qualified by materiality, in which case they shall be true and correct in all respects) 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 (except to the extent that such representations and warranties are already qualified by materiality, 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 4.02, the representations and warranties contained in subsection subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsection clauses (a) of Section 6.01 (and, if any financial statements shall have been subsequently delivered pursuant to subsection and (b) ), respectively, of Section 6.01, then also to such financial statements so subsequently delivered). (b) No 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 Borrowing Committed Loan Notice (other than a Committed Loan Notice requesting only a conversion of Loans to another the other Type or a continuation of Term SOFR Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) ), (b), and 4.02(b(c) 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 make a Loan Notice requesting only a conversion on the occasion of Loans to another Type or a continuation of Term SOFR Loans) any Borrowing is subject to the satisfaction of the following conditions precedent: (a) The representations and warranties of the Borrower contained in Article V (other thanthan the representations and warranties contained in Sections 5.05(c), after 5.06(b) and 5.12 for all Borrowings other than any Borrowing occurring on the Closing Date) or any other Loan Document that are qualified by materiality shall be true and correct on and as of the date of such Borrowing, Sections 5.05(b) and 5.06) the representations and warranties that are not qualified by materiality shall be true and correct in all material respects (except to the extent that such representations and warranties are already qualified by materiality, 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 warranties are already qualified by materiality, in which case they shall be true and correct in all respects) 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 4.02, the representations and warranties contained in subsection subsections (a) and (b) of Section 5.05 shall shall, after the first delivery of financial statements pursuant to clauses (a) and (b), respectively, of Section 6.01, be deemed to refer to the most recent statements furnished pursuant to subsection (a) of Section 6.01 (and, if any financial statements shall have been subsequently delivered pursuant to subsection (b) of Section 6.01, then also to such financial statements so subsequently delivered). (b) 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 Committed Loan Notice in accordance with the requirements hereof. Each Committed Loan Notice in respect of a Borrowing (other than a conversion of Loans to another 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 4.02(a) and 4.02(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 make 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 each Borrower and each other Loan Party contained in Article V (or any other thanLoan Document, after the Closing Dateor which are contained in any document furnished at any time under or in connection herewith or therewith, Sections 5.05(b) and 5.06) shall be true and correct in all material respects (except to the extent that such representations and warranties are already qualified by materiality, 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 warranties are already qualified by materiality, 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 4.02, the representations and warranties contained in subsection subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsection clauses (a) of Section 6.01 (and, if any financial statements shall have been subsequently delivered pursuant to subsection and (b) ), respectively, of Section 6.01, 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 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 Borrowing (other than a conversion of Loans to another Type or a continuation of Term SOFR Loans) Draw Certificate submitted by any Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and 4.02(b(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 a Borrowing (other than on the Closing Date and other than a Committed Loan Notice requesting only a conversion of Loans to another Type the other Type, or a continuation of Term SOFR 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 V (or any other than, after the Closing Date, Sections 5.05(b) and 5.06) Loan Document shall be true and correct in all material respects (except to the extent that and in all respects if any such representations and warranties are representation or warranty is already qualified by materiality, 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 and in all respects if any such representations and warranties are representation or warranty is already qualified by materiality, 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 4.02, the representations and warranties contained in subsection Sections 5.05(a) and (ab) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsection (aSections 6.01(a) of Section 6.01 (and, if any financial statements shall have been subsequently delivered pursuant to subsection and (b) of Section 6.01), then also to such financial statements so subsequently delivered).respectively; (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 another the other Type or a continuation of Term SOFR Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and 4.02(b(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 another Type or a continuation of Term SOFR Loans) 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 each Loan Party contained in Article V (or in any other thanLoan Document, after 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 warranties are already qualified by materiality, in which case they shall be true and correct in all respects) 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 as of such earlier date, (except to ii) in the extent that such representations case of any representation and warranties are already warranty qualified by materiality, in which case they shall be true and correct in all respectsrespects and (iii) as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in subsection subsections (a), (b) and (c) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsection clauses (a) of Section 6.01 (and, if any financial statements shall have been subsequently delivered pursuant to subsection and (b) ), respectively, of Section 6.01, then also to such financial statements so subsequently delivered). (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 Borrowing (other than a conversion of Loans to another Type or a continuation of Term SOFR Loans) 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 4.02(a) and 4.02(b(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 (other than a Loan Notice requesting only a conversion of Loans to another Type the other Type, or a continuation of Term SOFR Eurocurrency Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower each Loan Party contained in Article V (other thanexcluding the representations and warranties contained in Sections 5.05(e) and 5.06, after which shall be made only on the Closing Date) or any other Loan Document, Sections 5.05(b) and 5.06) 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 to the extent that such representations and warranties are already qualified by materiality, in which case they shall be or true and correct in all respectsmaterial respects if such representation or warranty is not qualified by materiality or 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 (except to the extent that such representations and warranties are already qualified by materiality, in which case they shall be or true and correct in all respectsmaterial respects if such representation or warranty is not qualified by materiality or Material Adverse Effect) as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in subsection subsections (a), (b), (c) and (d) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsection subsections (a) of Section 6.01 (and), if any financial statements shall have been subsequently delivered pursuant to subsection (b), (c) and (d), respectively, of Section 6.01, then also to such financial statements so subsequently delivered). (b) 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 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 4.02(a) and 4.02(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 (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 V (VI or any other thanLoan Document, after the Closing Date, Sections 5.05(b) and 5.06) shall be true and correct in all material respects (except to the extent that and in all respects if any such representations and warranties are representation or warranty is already qualified by materiality, in which case they shall be true and correct in all respectsmateriality 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 (except to the extent that and in all respects if any such representations and warranties are representation or warranty is already qualified by materiality, in which case they shall be true and correct in all respectsmateriality or reference to Material Adverse Effect) as of such earlier date, and except that for purposes of this Section 4.025.02, the representations and warranties contained in subsection clauses (a) and (b) of Section 5.05 6.05 shall be deemed to refer to the most recent statements furnished pursuant to subsection clauses (a) and (b), respectively, of Section 6.01 (and, if any financial statements shall have been subsequently delivered pursuant to subsection (b) of Section 6.01, then also to such financial statements so subsequently delivered)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 Borrowing (other than a conversion of Loans to another Type or a continuation of Term SOFR Loans) Loan Notice submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a5.02(a), (b) and 4.02(b(c) (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 another Type the other Type, or a continuation of Term SOFR Eurocurrency Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower contained in Article V (or any other thanLoan Document, after the Closing Dateor which are contained in any document furnished at any time under or in connection herewith or therewith, Sections 5.05(b) and 5.06) shall be true and correct in all material respects (except to the extent that such representations and warranties are already qualified by materiality, in which case they shall be true and correct in all respects) 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 (except to the extent that such representations and warranties are already qualified by materiality, 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 4.02, the representations and warranties contained in subsection clauses (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsection clauses (a) of Section 6.01 (and, if any financial statements shall have been subsequently delivered pursuant to subsection and (b) ), respectively, of Section 6.01, then also to such financial statements so subsequently delivered). (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 Borrowing Loan Notice (other than a Loan Notice requesting only a conversion of Loans to another the other Type or a continuation of Term SOFR Eurocurrency Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and 4.02(b(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 another Type Request for Borrowing from any Borrower, whether on the Effective Date or a continuation of Term SOFR Loans) after the Effective Date, is subject to the following conditions precedent: (a) The representations and warranties of the such Borrower contained in Article V VI (other than, after the Closing Date, Sections 5.05(bthan in Section 6.05(c) and 5.06Section 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 respects, on, and as of, the date of such Borrowing (except to the extent other than any representation and warranty that such representations and warranties are already is expressly qualified by materiality, in which case they case, such representation and warranty 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 case, they shall be true and correct correct, in all material respects (except to the extent other than any representation and warranty that such representations and warranties are already is expressly qualified by materiality, in which case they case, such representation and warranty shall be true and correct in all respects) ), as of such earlier date, date (and except that that, for purposes of this Section 4.025.02, the representations and warranties contained in subsection (aSection 6.05(a) of and Section 5.05 6.05(b) shall be deemed to refer to the most recent statements furnished pursuant to subsection (aSection 7.01(a) of and Section 6.01 (and7.01(b), if any financial statements shall have been subsequently delivered pursuant to subsection (b) of Section 6.01, then also to such financial statements so subsequently deliveredrespectively). (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 Request for Borrowing (other than a conversion of Loans to another Type or a continuation of Term SOFR Loans) submitted by any Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(aeach of Section 5.02(a) and 4.02(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 a Loan Notice (other than a Loan Notice requesting only a conversion of Loans to another Type 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 Borrowers contained in Article V (or any other than, after the Closing Date, Sections 5.05(b) and 5.06) Loan Document shall be true and correct in all material respects (except to the extent that such those representations and warranties which are already qualified by materiality, in which case they materiality or 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 (except to the extent that such those representations and warranties which are already qualified by materiality, in which case they materiality or Material Adverse Effect shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in subsection (a) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsection clauses (ai), (ii), (v) of Section 6.01 and (andvi) respectively, if any financial statements shall have been subsequently delivered pursuant to subsection (b) of Section 6.01, then also ; 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 such financial statements so subsequently delivered)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 Borrowing Loan Notice (other than a Loan Notice requesting only a conversion of Loans to another the other Type or a continuation of Term SOFR Loans) submitted by a Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and 4.02(b(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 of Borrowing or Notice of Continuation/Conversion (other than a Loan Notice of Continuation/Conversion requesting only a conversion of Loans to another Type the other Type, or a continuation of Term SOFR Eurodollar Rate Loans) or to make the advance of the Term Loan is subject to the following conditions precedent: (a) The representations and warranties of the Borrower contained in Article V (or any other thanLoan Document, after the Closing Dateor which are contained in any document furnished at any time under or in connection herewith or therewith, Sections 5.05(b) and 5.06) shall be true and correct in all material respects (except to the extent that such representations and warranties are already qualified by materiality, 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 warranties are already qualified by materiality, 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 4.024.03, the representations and warranties contained in subsection Sections 5.05(a) and (ab) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsection (aSections 6.01(a) of Section 6.01 (and, if any financial statements shall have been subsequently delivered pursuant to subsection and (b) of Section 6.01), then also to such financial statements so subsequently delivered)respectively. (b) No 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 of Borrowing or Notice of Continuation/Conversion in accordance with the requirements hereof. Each Notice of Borrowing or Notice of Continuation/Conversion (other than a Notice of Continuation/Conversion requesting only a conversion of Loans to another the other Type or a continuation of Term SOFR Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a4.03(a) and 4.02(b(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 another Type the other Type, or a continuation of Term SOFR Eurodollar Rate Loans) is subject to the Closing Date having occurred and the following conditions precedent: (a) The representations and warranties of the Borrower contained in Article V (or any representations and warranties of the Borrower in any other thanLoan Document, after the Closing Dateor which are contained in any document furnished at any time under or in connection herewith or therewith, Sections 5.05(b) and 5.06) shall be true and correct correct, in all material respects (except provided that such materiality qualifier shall not apply to the extent that any such representations and warranties are representation or warranty is already qualified or modified by materialitymateriality in the text thereof), in which case they shall be true and correct in all respects) 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 (except provided that such materiality qualifier shall not apply to the extent that any such representations and warranties are representation or warranty is already qualified or modified by materiality, materiality in which case they shall be true and correct in all respectsthe text thereof) as of such earlier date, and except that for purposes of this Section 4.024.03, (i) the representations and warranties contained in subsection subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsection clauses (a) and (b), respectively, of Section 6.01 6.01, and (and, if any financial statements shall have been subsequently delivered pursuant to ii) the representations and warranties in subsection (c) of Section 5.05 and subsection (b) of Section 6.015.06, then also to such financial statements so subsequently delivered)need only be true and correct on and as of the Effective Date. (b) No 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 Borrowing Loan Notice (other than a Loan Notice requesting only a conversion of Loans to another the other Type or a continuation of Term SOFR Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a4.03(a) and 4.02(b(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 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 V (VI or any other thanLoan Document, after the Closing Dateor which are contained in any document furnished at any time under or in connection herewith or therewith, Sections 5.05(b) and 5.06) shall be true and correct in all material respects (except to the extent that such representations and warranties are already qualified by materiality, 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 warranties are already qualified by materiality, 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 4.025.03, the representations and warranties contained in subsection subsections (a) and (b) of Section 5.05 6.05 shall be deemed to refer to the most recent statements furnished pursuant to subsection clauses (a) and (b), respectively, of Section 6.01 (and, if any financial statements shall have been subsequently delivered pursuant to subsection (b) of Section 6.01, then also to such financial statements so subsequently delivered)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 Borrowing (other than a conversion of Loans to another Type or a continuation of Term SOFR Loans) Loan Notice submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a5.03(a), (b), (c) and 4.02(b(e) 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 (other than a Committed Loan Notice requesting only a conversion of Loans to another Type the other Type, or a continuation of Term SOFR Eurocurrency Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower Credit Parties contained in Article V (or any other thanLoan Document, after the Closing Dateor which are contained in any document required to be furnished at any time under or in connection herewith or therewith, Sections 5.05(b) and 5.06) shall be true and correct in all material respects (except to or, in the extent that such case of the representations and warranties are already in Section 5.22 or any representation and warranty that is qualified by materiality, in which case they shall be true and correct in all respects) 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 (except to or, in the extent that such case of the representations and warranties are already in Section 5.22 or any representation and warranty that is qualified by materiality, 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 4.02, the representations and warranties contained in subsection subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsection clauses (a) of Section 6.01 (and, if any financial statements shall have been subsequently delivered pursuant to subsection and (b) ), respectively, of Section 6.01, then also to such financial statements so subsequently delivered). (b) No Default shall existexist on the date of such 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 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 4.02(a) and 4.02(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 Type, or a continuation of Term SOFR Eurodollar Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower Company contained in Article V (or any representations and warranties of the Company in any other thanLoan Document, after the Closing Dateor which are contained in any document furnished at any time under or in connection herewith or therewith, Sections 5.05(b) and 5.06) shall be true and correct in all material respects (except provided that such materiality qualifier shall not apply to the extent that any such representations and warranties are representation or warranty is already qualified or modified by materialitymateriality in the text thereof), in which case they shall be true and correct in all respects) 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 (except provided that such materiality qualifier shall not apply to the extent that any such representations and warranties are representation or warranty is already qualified or modified by materiality, materiality in which case they shall be true and correct in all respectsthe text thereof) as of such earlier date, and except that for purposes of this Section 4.02, (i) the representations and warranties contained in subsection subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsection clauses (a) and (b), respectively, of Section 6.01 and (and, if any financial statements shall have been subsequently delivered pursuant to ii) the representations and warranties in subsection (b) of Section 6.01, then also to such financial statements so subsequently delivered)5.06 and Section 5.10 need only be true and correct on and as of the Closing Date. (b) No 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 Borrowing Loan Notice (other than a Loan Notice requesting only a conversion of Loans to another Type or a continuation of Term SOFR Eurodollar Rate Loans) submitted by the Company shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and 4.02(b(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 (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 contained in Article V (VI and contained in each other thanLoan Document, after the Closing Dateor which are contained in any document furnished at any time under or in connection herewith or therewith, Sections 5.05(b) and 5.06) shall be true and correct in all material respects (except to the extent that such representations and warranties are already qualified by materiality, in which case they shall be true and correct in all respects) 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 (as of such earlier date except to the extent that such representations and warranties are already qualified by materiality, in which case then they shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in subsection (aSection 6.22(a) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsection subsections (a) and (b), respectively, of Section 6.01 (and, if any financial statements shall have been subsequently delivered pursuant to subsection (b) of Section 6.01, then also to such financial statements so subsequently delivered)7.01. (b) 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 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 4.02(a) and 4.02(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 (other than a Loan Notice requesting only a conversion of Loans to another Type or a continuation of Term SOFR Loans) Request for Borrowing from any Borrower is subject to the following conditions precedent: (a) The representations and warranties of the such Borrower contained in Article V VI (other than, after the Closing Date, than Sections 5.05(b6.05(c) and 5.066.06) 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 on and as of the date of such Borrowing (except to the extent other than any representation and warranty that such representations and warranties are already is expressly qualified by materiality, in which case they such representation and warranty 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 warranties are already qualified by materiality, 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 4.025.02, the representations and warranties contained in subsection clauses (a) and (b) of Section 5.05 6.05 shall be deemed to refer to the most recent statements furnished pursuant to subsection clauses (a) and (b), respectively, of Section 6.01 (and, if any financial statements shall have been subsequently delivered pursuant to subsection (b) of Section 6.01, then also to such financial statements so subsequently delivered)7.01. (b) No 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 Request for Borrowing (other than a conversion of Loans to another Type or a continuation of Term SOFR Loans) submitted by any Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a5.02(a) and 4.02(b(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 (other than a Loan Notice requesting only a conversion of Loans to another the other Type or a continuation of Term SOFR Loans) is 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 V (6, any other thanLoan Document, after such Loan Notice and the Closing Date, Sections 5.05(b) and 5.06) shall be true and correct in all material respects (except most recent Compliance Certificate delivered to Administrative Agent prior to the extent requested date for such Borrowing, or (ii) which are contained in any other document furnished at any time under or in connection herewith or therewith that specifically states therein that such representations and warranties are already qualified by materialitybeing made for the benefit of the Lenders and the Administrative Agent, in which case they shall be true and correct (in the case of each representation and warranty described in clause (i) or (ii) immediately preceding) in all respects) material 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 warranties are already qualified by materiality, 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 4.02, the representations and warranties contained in subsection (a) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsection (a) of Section 6.01 (and, if any financial statements shall have been subsequently delivered pursuant to subsection (b) of Section 6.01, then also to such financial statements so subsequently delivered). (b) No 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 Borrowing Loan Notice (other than a Loan Notice requesting only a conversion of Loans to another the other Type or a continuation of Term SOFR Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a5.02(a) and 4.02(b(b) 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 a the conversion of Loans from one Type to another Type or a the continuation of Term SOFR Eurodollar Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower contained in Article V (or any other thanLoan Document, after or which are contained in any document furnished by the Closing DateBorrower to the Lender under or in connection with this Agreement, Sections 5.05(b) and 5.06) shall be true and correct in all material respects (except to the extent that such materiality qualifier shall not be applicable to any representations and warranties that already are already qualified or modified by materiality, materiality in which case they shall be true and correct in all respectsthe 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 (except to the extent that such representations and warranties are already qualified by materiality, 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 4.02, 4.02(a) the representations and warranties contained in subsection (aSection 5.06(b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsection clauses (a) of Section 6.01 (and, if any financial statements shall have been subsequently delivered pursuant to subsection and (b) ), respectively, of Section 6.01, then also to such financial statements so subsequently delivered). (b) No 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 Borrowing Loan Notice (other than a Loan Notice requesting only a conversion of Loans to another the other Type or a continuation of Term SOFR Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and 4.02(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 Loan Notice Request for Borrowing (other than a Committed Loan Notice requesting only a conversion of Loans to another Type 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 Credit Parties contained in Article V (or any other thanLoan Document, after the Closing Dateor which are contained in any document required to be furnished at any time under or in connection herewith or therewith, Sections 5.05(b) and 5.06) shall be true and correct in all material respects (except to or, in the extent that such case of the representations and warranties are already in Sections 5.16 and 5.22 or any representation and warranty that is qualified by materiality, in which case they shall be true and correct in all respects) 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 (except to or, in the extent that such case of the representations and warranties are already in Sections 5.16 and 5.22 or any representation and warranty that is qualified by materiality, 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 4.02, the representations and warranties contained in subsection subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsection clauses (a) of Section 6.01 (and, if any financial statements shall have been subsequently delivered pursuant to subsection and (b) ), respectively, of Section 6.01, then also to such financial statements so subsequently delivered). (b) No Default shall existexist on the date of such 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 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 4.02(a) and 4.02(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 (other than a Loan Notice requesting only a conversion of Loans to another Type Request for Borrowing from the Borrower, whether on the Effective Date or a continuation of Term SOFR Loans) after the Effective Date, is subject to the following conditions precedent: (a) The representations and warranties of the Borrower contained in Article V VI (other than, after the Closing Date, Sections 5.05(bthan in Section 6.05(c) and 5.06Section 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 respects, on, and as of, the date of such Borrowing (except to the extent other than any representation and warranty that such representations and warranties are already is expressly qualified by materiality, in which case they case, such representation and warranty 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 case, they shall be true and correct correct, in all material respects (except to the extent other than any representation and warranty that such representations and warranties are already is expressly qualified by materiality, in which case they case, such representation and warranty shall be true and correct in all respects) ), as of such earlier date, date (and except that that, for purposes of this Section 4.025.02, the representations and warranties contained in subsection (aSection 6.05(a) of and Section 5.05 6.05(b) shall be deemed to refer to the most recent statements furnished pursuant to subsection (aSection 7.01(a) of and Section 6.01 (and7.01(b), if any financial statements shall have been subsequently delivered pursuant to subsection (b) of Section 6.01, then also to such financial statements so subsequently deliveredrespectively). (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 Request for Borrowing (other than a conversion of Loans to another 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 4.02(aeach of Section 5.02(a) and 4.02(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 a Loan Notice (other than a Loan Notice requesting only a conversion of Loans to another Type the other Type, or a continuation of Term SOFR Eurodollar Rate Loans) ), is subject to the following conditions precedent: (a) The representations and warranties of the Borrower Borrowers contained in Article V (or any other than, after the Closing Date, Sections 5.05(b) and 5.06) Loan Document shall be true and correct in all material respects (except to the extent that such those representations and warranties which are already qualified by materiality, in which case they materiality or 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 (except to the extent that such those representations and warranties which are already qualified by materiality, in which case they materiality or Material Adverse Effect shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in subsection (a) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsection clauses (ai) of Section 6.01 and (andii), if any financial statements shall have been subsequently delivered pursuant to subsection (b) respectively, of Section 6.01; provided that after the Effective Date the representations and warranties set forth in Section 5.05(b), then also Section 5.06 or Section 5.13 shall not be required to such financial statements so subsequently delivered)be true or correct as a condition precedent to any Borrowing. (b) No 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 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 4.02(a) and 4.02(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 a Loan Notice (other than a Loan Notice requesting only a conversion of Loans to another Type the other Type, or a continuation of Term SOFR Eurodollar Rate Loans) ), is subject to the following conditions precedent: (a) The representations and warranties of the Borrower Borrowers contained in Article V (or any other than, after the Closing Date, Sections 5.05(b) and 5.06) Loan Document shall be true and correct in all material respects (except to the extent that such those representations and warranties which are already qualified by materiality, in which case they materiality or 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 (except to the extent that such those representations and warranties which are already qualified by materiality, in which case they materiality or Material Adverse Effect shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in subsection (a) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsection clauses (ai) of Section 6.01 and (andii), if any financial statements shall have been subsequently delivered pursuant to subsection (b) respectively, of Section 6.01, then also ; 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 such financial statements so subsequently delivered)be true or correct as a condition precedent to any Borrowing. (b) No 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 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 4.02(a) and 4.02(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 (other than a Loan Notice requesting only a conversion of Loans to another Type the other Type, or a continuation of Term SOFR Eurodollar Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower Borrowers contained in Article V (or any representations and warranties of any Loan Party in any other thanLoan Document, after the Closing Dateor which are contained in any document furnished at any time under or in connection herewith or therewith, Sections 5.05(b) and 5.06) shall be true and correct in all material respects (except provided that such materiality qualifier shall not apply to the extent that any such representations and warranties are representation or warranty is already qualified or modified by materialitymateriality in the text thereof), in which case they shall be true and correct in all respects) 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 (except provided that such materiality qualifier shall not apply to the extent that any such representations and warranties are representation or warranty is already qualified or modified by materiality, materiality in which case they shall be true and correct in all respectsthe text thereof) as of such earlier date, and except that for purposes of this Section 4.02, (i) the representations and warranties contained in subsection subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsection clauses (a) and (b), respectively, of Section 6.01 and (andii) the representations and warranties in subsection (c) of Section 5.05, if any financial statements shall have been subsequently delivered pursuant to subsection (b) of Section 6.015.06, then also to such financial statements so subsequently delivered)and Section 5.10 need only be true and correct on and as of the Closing Date. (b) No 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 Borrowing Loan Notice (other than a Loan Notice requesting only a conversion of Loans to another the other Type or a continuation of Term SOFR Eurodollar Rate Loans) submitted by the Company shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and 4.02(b(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 (other than the initial funding on the Closing Date, a Loan Notice requesting only a conversion of Loans to another Type the other Type, or a continuation of Term SOFR Eurodollar Rate Loans) is subject to the following conditions precedent: (a) The All representations and warranties of the Borrower contained in Article V (other than, after except for the Closing Date, representations and warranties contained in Sections 5.05(b5.04(c) and 5.065.05 hereof) that are qualified by materiality shall be true and correct in all material respects (except to the extent that such representations and warranties are already qualified by materiality, in which case they shall be true and correct in all respects) 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 (except to the extent that such representations and warranties are already qualified by materiality, 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 4.02, the representations and warranties contained in subsection (a) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsection (a) of Section 6.01 (and, if any financial statements shall have been subsequently delivered pursuant to subsection (b) of Section 6.01, then also to such financial statements so subsequently delivered). (b) 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 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 another the other Type or a continuation of Term SOFR Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and 4.02(b(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 another Type the other Type, or a continuation of Term SOFR 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 Loan Party contained in each other thanLoan Document or in any document furnished at any time under or in connection herewith or therewith, after the Closing Date, Sections 5.05(b) and 5.06) 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 (except to the extent that such representations and warranties are already qualified by materialityrespects, in which each 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 warranties are already qualified by materiality, in which case they shall be or true and correct in all material respects) , as the case may be, as of such earlier date, and except ; provided that for purposes of this Section 4.02, the representations and warranties contained in subsection (a) of Section 5.05 5.09 shall be deemed to refer to the most recent statements Financial Statements furnished pursuant to subsection subsections (a) of Section 6.01 (and, if any financial statements shall have been subsequently delivered pursuant to subsection and (b) of Section 6.01, then also to such financial statements so subsequently delivered). (b) 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. 56339040-2 56 49684497_9 Each Borrowing Loan Notice (other than a Loan Notice requesting only a conversion of Loans to another the other Type or a continuation of Term SOFR Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and 4.02(b(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 the conversion of Loans from one Type to another Type or a the continuation of Term SOFR Eurodollar Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower contained in Article V or any other Loan Document, or which are contained in any document furnished by the Borrower to the Administrative Agent or the Lenders under or in connection with this Agreement (other thanexcluding, from and after the Closing Investment Grade Date, Sections 5.05(bthe representation and warranty set forth in Section 5.06(c) and 5.06) of this Agreement), shall be true and correct in all material respects (except to the extent that such materiality qualifier shall not be applicable to any representations and warranties that already are already qualified or modified by materiality, materiality in which case they shall be true and correct in all respectsthe 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 (except to the extent that such representations and warranties are already qualified by materiality, 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 4.02, 4.02(a) the representations and warranties contained in subsection subsections (a) and (b) of Section 5.05 5.06 shall be deemed to refer to the most recent statements furnished pursuant to subsection clauses (a) of Section 6.01 (and, if any financial statements shall have been subsequently delivered pursuant to subsection and (b) ), respectively, of Section 6.01, then also to such financial statements so subsequently delivered). (b) No 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 Borrowing Loan Notice (other than a Loan Notice requesting only a conversion of Loans to another the other Type or a continuation of Term SOFR Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and 4.02(b(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 another Type the other Type, or a continuation of Term SOFR Eurodollar Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower Loan Parties contained in Article V (or any other thanLoan Document, after the Closing Dateor which are contained in any document furnished at any time under this Agreement, Sections 5.05(b) and 5.06) shall be true and correct in all material respects (except to the extent that such representations and warranties are already qualified by materiality, 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 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 (except to the extent that such representations and warranties are already qualified by materiality, 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 4.02, the representations and warranties contained in subsection subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsection clauses (a) of Section 6.01 (and, if any financial statements shall have been subsequently delivered pursuant to subsection and (b) ), respectively, of Section 6.01, then also to such financial statements so subsequently delivered). (b) No 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 Borrowing Loan Notice (other than a Loan Notice requesting only a conversion of Loans to another the other Type or a continuation of Term SOFR Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a), (b) and 4.02(b(c) 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 another Type the other Type, or a continuation of Term SOFR Eurodollar Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of (i) the Borrower Loan Parties contained in Article V (or in any other thanLoan Document, after the Closing Dateor in any document furnished at any time under or in connection herewith or therewith, Sections 5.05(b) and 5.06) shall be true and correct in all material respects (except to the extent that such representations and warranties are already or, if qualified by materialitymateriality or Material Adverse Effect, in which case they shall be true and correct 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 (except to the extent that such representations and warranties are already qualified by materiality, 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 4.02, the representations and warranties contained in subsection (aSection 5.05(a) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsection (a) of Section 6.01 (and, if any financial statements shall have been subsequently delivered pursuant to subsection (b) of Section 6.01, then also to such financial statements so subsequently delivered6.01(a). (b) No 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 Borrowing Committed Loan Notice (other than a Committed Loan Notice requesting only a conversion of Loans to another Type the other Type, or a continuation of Term SOFR Eurodollar Rate Loans) submitted by the Company shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and 4.02(b(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 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 V (VI or any other thanLoan Document, after the Closing Dateor which are contained in any document furnished at any time under or in connection herewith or therewith, Sections 5.05(b) and 5.06) shall be true and correct in all material respects (except to the extent that and in all respects if any such representations and warranties are representation or warranty is already qualified by materiality, in which case they shall be true and correct in all respectsmateriality 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 (except to the extent that such representations and warranties are already qualified by materiality, in which case they shall be true and correct in all respects) as of such earlier datedate (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect), and except that for purposes of this Section 4.025.02, the representations and warranties contained in subsection subsections (a) and (b) of Section 5.05 6.05 shall be deemed to refer to the most recent statements furnished pursuant to subsection clauses (a) and (b), respectively, of Section 6.01 (and, if any financial statements shall have been subsequently delivered pursuant to subsection (b) of Section 6.01, then also to such financial statements so subsequently delivered)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 Borrowing (other than a conversion of Loans to another Type or a continuation of Term SOFR Loans) Loan Notice submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a5.02(a), (b) and 4.02(b(d) 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 of Borrowing or Notice of Continuation/Conversion (other than a Loan Notice of Continuation/Conversion requesting only a conversion of Loans to another Type the other Type, or a continuation of Term SOFR Eurodollar Rate Loans) or to make the advance of the Term Loan is subject to the following conditions precedent: (a) The representations and warranties of the Borrower contained in Article V (or any other thanLoan Document, after the Closing Dateor which are contained in any document furnished at any time under or in connection herewith or therewith, Sections 5.05(b) and 5.06) shall be true and correct in all material respects (except to the extent that such representations and warranties are already qualified by materiality, 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 warranties are already qualified by materiality, 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 4.02, the representations and warranties contained in subsection Sections 5.05(a) and (ab) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsection (aSections 6.01(a) of Section 6.01 (and, if any financial statements shall have been subsequently delivered pursuant to subsection and (b) of Section 6.01), then also to such financial statements so subsequently delivered)respectively. (b) No 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 of Borrowing or Notice of Continuation/Conversion in accordance with the requirements hereof. Each Notice of Borrowing or Notice of Continuation/Conversion (other than a Notice of Continuation/Conversion requesting only a conversion of Loans to another the other Type or a continuation of Term SOFR Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and 4.02(b(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 another Type 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 Borrowers contained in Article V (or any other than, after the Closing Date, Sections 5.05(b) and 5.06) Loan Document shall be true and correct in all material respects (except to the extent that such those representations and warranties which are already qualified by materiality, in which case they materiality or 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 (except to the extent that such those representations and warranties which are already qualified by materiality, in which case they materiality or Material Adverse Effect shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in subsection (a) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsection clauses (ai) of Section 6.01 and (andii), if any financial statements shall have been subsequently delivered pursuant to subsection (b) respectively, of Section 6.01, then also ; 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 such financial statements so subsequently delivered)be true or correct as a condition precedent to any Borrowing. (b) No 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 Borrowing Loan Notice (other than a Loan Notice requesting only a conversion of Loans to another the other Type or a continuation of Term SOFR Loans) submitted by a Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and 4.02(b(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 another Type or a continuation of Term SOFR Loansthe 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 V (VI or any other thanLoan Document, after the Closing Dateor which are contained in any document furnished at any time under or in connection herewith or therewith, Sections 5.05(b) and 5.06) shall be true and correct in all material respects (except to the extent that such representations and warranties are already qualified by materiality, 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 warranties are already qualified by materiality, 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 4.025.02, the representations and warranties contained in subsection subsections (a) and (b) of Section 5.05 6.05 shall be deemed to refer to the most recent statements furnished pursuant to subsection clauses (a) and (b), respectively, of Section 6.01 (and, if any financial statements shall have been subsequently delivered pursuant to subsection (b) of Section 6.01, then also to such financial statements so subsequently delivered).7.01. D-2216575_11.doc 38 (b) 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 Borrowing Loan Notice (other than a Loan Notice requesting only a conversion of Loans to another Type or a continuation of Term SOFR Loansthe other Type) submitted by Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a5.02(a) and 4.02(b(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 another Type the other Type, or a continuation of Term SOFR Eurocurrency Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of (i) the Borrower Borrowers contained in Article V (other than, after the Closing Date, than Sections 5.05(b5.05(c) and 5.06) and (ii) each applicable Designated Borrower contained in 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 warranties are already qualified by materiality, 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 warranties are already qualified by materiality, 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 4.02Section, the representations and warranties contained in subsection subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsection subsections (a) of Section 6.01 (and, if any financial statements shall have been subsequently delivered pursuant to subsection and (b) ), respectively, of Section 6.01, then also to such financial statements so subsequently delivered). (b) 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 Borrowing . (other than d) If the applicable Borrower is a conversion of Loans to another Type or a continuation of Term SOFR Loans) shall be deemed to be a representation and warranty that Designated Borrower, then the conditions specified in Sections 4.02(a) and 4.02(b) of Section 2.14 to the designation of such Borrower as a Designated Borrower shall 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 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 V (VI or any other thanLoan Document, after the Closing Date, Sections 5.05(b) and 5.06) shall be true and correct in all material respects (except to the extent that and in all respects if any such representations and warranties are representation or warranty is already qualified by materiality, in which case they shall be true and correct in all respectsmateriality 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 (except to the extent that and in all respects if any such representations and warranties are representation or warranty is already qualified by materiality, in which case they shall be true and correct in all respectsmateriality or reference to Material Adverse Effect) as of such earlier date, and except that for purposes of this Section 4.025.02, the representations and warranties contained in subsection clauses (a) and (b) of Section 5.05 6.05 shall be deemed to refer to the most recent statements furnished pursuant to subsection clauses (a) and (b), respectively, of Section 6.01 (and, if any financial statements shall have been subsequently delivered pursuant to subsection (b) of Section 6.01, then also to such financial statements so subsequently delivered)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 Borrowing (other than a conversion of Loans to another Type or a continuation of Term SOFR Loans) Loan Notice submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a5.02(a) and 4.02(b(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 another Type the other Type, or a continuation of Term SOFR LIBOR Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower Credit Parties contained in Article V (or any other thanLoan Document, after the Closing Dateor which are contained in any document required to be furnished at any time under or in connection herewith or therewith, Sections 5.05(b) and 5.06) shall be true and correct in all material respects (except to the extent that such representations and warranties are already any representation or warranty that is qualified by materiality, in which case they materiality 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 warranties are already qualified by materiality, 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 4.02, the representations and warranties contained in subsection subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsection clauses (a) of Section 6.01 (and, if any financial statements shall have been subsequently delivered pursuant to subsection and (b) ), respectively, of Section 6.01, then also to such financial statements so subsequently delivered). (b) No Default shall existexist on the date of such 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 Borrowing Committed Loan Notice (other than a Committed Loan Notice requesting only a conversion of Loans to another the other Type or a continuation of Term SOFR LIBOR Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and 4.02(b(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 (other than a Committed Loan Notice requesting only a conversion of Loans to another Type the other Type, or a continuation of Term SOFR 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 V or any other Loan Document (other than, after provided that in the case of any initial Borrowings on the Closing Date, Sections 5.05(b) the representations contained in Section 5.01(a), Section 5.01(b)(ii), Section 5.02(a), Section 5.12, Section 5.15 and 5.06Section 5.16 are the only representations being made on the Closing Date) shall be true and correct in all material respects (except to the extent that such representations and warranties are already qualified by materiality, in which case they shall be true and correct in all respects) 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 (except as of such earlier date; provided further that any representation and warranty that is qualified as to the extent that such representations and warranties are already qualified by “materiality, in which case they ,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects) as of respects on such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in subsection (a) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsection (a) of Section 6.01 (and, if any financial statements shall have been subsequently delivered pursuant to subsection (b) of Section 6.01, then also to such financial statements so subsequently delivered)respective dates. (b) No 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 a Loan Notice in accordance with the requirements hereof[Reserved.] (d) [Reserved]. Each Request for Borrowing (other than a Committed Loan Notice requesting only a conversion of Loans to another the other Type or a continuation of Term SOFR Eurocurrency Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections Section 4.02(a) and 4.02(b(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 another Type the other Type, or a continuation of Term SOFR Benchmark Loans) ), is subject to the following conditions precedent: : (a) The representations and warranties of the Borrower contained in Article V (or any other than, after the Closing Date, Sections 5.05(b) and 5.06) Loan Document shall be true and correct in all material respects (except to the extent that such those representations and warranties which are already qualified by materiality, in which case they materiality or 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 (except to the extent that such those representations and warranties which are already qualified by materiality, in which case they materiality or Material Adverse Effect shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in subsection (a) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsection clauses (ai) of Section 6.01 and (andii), if any financial statements shall have been subsequently delivered pursuant to subsection (b) respectively, of Section 6.01, then also to such financial statements so subsequently delivered). (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 Borrowing Loan Notice (other than a Loan Notice requesting only a conversion of Loans to another the other Type or a continuation of Term SOFR Benchmark Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and 4.02(b(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 Loan Notice (other than (i) a Loan Notice requesting only a conversion of Loans to another Type the other Type, or (ii) a continuation of Term SOFR Eurodollar Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower contained in Article V (other thanexcept, in the case of any Borrowing after the Closing Date, the representations and warranties in Sections 5.05(b5.04(c) and 5.065.05) 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 (except to the extent provided that such representations (i) if a representation and warranties are already warranty is qualified by materiality, materiality or material adverse effect it shall be true and correct in which case they 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 (except to the extent that such representations and warranties are already qualified by materiality, 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 4.02, the representations and warranties contained in subsection subsections (a) and (b) of Section 5.05 5.04 shall be deemed to refer to the most recent statements furnished pursuant to subsection clauses (a) of Section 6.01 (and, if any financial statements shall have been subsequently delivered pursuant to subsection and (b) ), respectively, of Section 6.01, then also to such financial statements so subsequently delivered). (b) No 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 Borrowing Loan Notice (other than (i) a Loan Notice requesting only a conversion of Loans to another Type the other Type, or (ii) a continuation of Term SOFR Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and 4.02(b(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 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 V (VI or any other thanInvestment Document, after the Closing Dateor which are contained in any document furnished at any time under or in connection herewith or therewith, Sections 5.05(b) and 5.06) shall be true and correct in all material respects (except to the extent that and in all respects if any such representations and warranties are representation or warranty is already qualified by materiality, in which case they shall be true and correct in all respectsmateriality 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 (except to the extent that and in all respects if any such representations and warranties are representation or warranty is already qualified by materiality, in which case they shall be true and correct in all respectsmateriality or reference to Material Adverse Effect) as of such earlier date, and except that for purposes of this Section 4.025.02, the representations and warranties contained in subsection subsections (a) and (b) of Section 5.05 6.05 shall be deemed to refer to the most recent statements furnished pursuant to subsection clauses (a) and (b), respectively, of Section 6.01 (and, if any financial statements shall have been subsequently delivered pursuant to subsection (b) of Section 6.01, then also to such financial statements so subsequently delivered)7.01. (b) 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 Borrowing (other than a conversion of Loans to another Type or a continuation of Term SOFR Loans) Loan Notice submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a5.02(a) and 4.02(b(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 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 V (or any other thanLoan Document, after the Closing Dateor which are contained in any document furnished at any time under or in connection herewith or therewith, Sections 5.05(b) and 5.06) shall be true and correct in all material respects (except unless qualified as to the extent that materiality, in which case, such representations and warranties are already qualified by materiality, in which case they shall be true and correct in all respectscorrect) 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 so true and correct in all material respects (except to the extent that such representations and warranties are already qualified by materiality, 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 4.02, the representations and warranties contained in subsection subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsection clauses (a) of Section 6.01 (and, if any financial statements shall have been subsequently delivered pursuant to subsection and (b) ), respectively, of Section 6.01, 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 Borrowing (other than a conversion of Loans to another Type or a continuation of Term SOFR Loans) Loan Notice submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and 4.02(b(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 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 applicable Loan Parties contained in Article V (or any other thanLoan Document, after the Closing Dateor which are contained in any document furnished at any time under or in connection herewith or therewith, Sections 5.05(b) and 5.06) shall be true and correct in all material respects (except to the extent that such representations and warranties are already qualified by materiality, 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 warranties are already qualified by materiality, 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 4.02, the representations and warranties contained in subsection Sections 5.05(a) and (ab) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsection (aSections 6.01(a) of Section 6.01 (and, if any financial statements shall have been subsequently delivered pursuant to subsection and (b) of Section 6.01), then also to such financial statements so subsequently delivered)respectively. (b) 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 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 Borrowing (other than a conversion of Loans to another Type or a continuation of Term SOFR Loans) Committed Loan Notice submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and 4.02(b(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 of Borrowing or Notice of Continuation/Conversion (other than a Loan Notice of Continuation/Conversion requesting only a conversion of Loans to another Type the other Type, or a continuation of Term SOFR Eurodollar Rate Loans) or to make the advance of the Term Loan is subject to the following conditions precedent: (a) The representations and warranties of the Borrower contained in Article V (or any other thanLoan Document, after the Closing Dateor which are contained in any document furnished at any time under or in connection herewith or therewith, Sections 5.05(b) and 5.06) shall be true and correct in all material respects (except to the extent that such representations and warranties are already qualified by materiality, 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 warranties are already qualified by materiality, 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 4.02, the representations and warranties contained in subsection Sections 5.05(a) and (ab) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsection (aSections 6.01(a) of Section 6.01 (and, if any financial statements shall have been subsequently delivered pursuant to subsection and (b) of Section 6.01), then also to such financial statements so subsequently delivered)respectively. (b) No 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 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 4.02(a) and 4.02(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 (other than including, without limitation, a Loan Notice requesting only a conversion of Loans to another Type or a continuation of Term SOFR LoansBorrowing 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 V (VI or any other thanLoan Document, after the Closing Dateor which are contained in any document furnished at any time under or in connection herewith or therewith, Sections 5.05(b) and 5.06) shall be true and correct in all material respects (except to the extent that and in all respects if any such representations and warranties are representation or warranty is already qualified by materiality, in which case they shall be true and correct in all respectsmateriality 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 (except to the extent that such representations and warranties are already qualified by materiality, 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 4.025.03, the representations and warranties contained in subsection subsections (a) and (b) of Section 5.05 6.05 shall be deemed to refer to the most recent statements furnished pursuant to subsection subsections (a) and (b), respectively, of Section 6.01 (and, if any financial statements shall have been subsequently delivered pursuant to subsection (b) of Section 6.01, then also to such financial statements so subsequently delivered)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 Borrowing (other than a conversion of Loans to another Type or a continuation of Term SOFR Loans) Loan Notice submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a5.03(a), (b), (d) and 4.02(b(e) 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 another Type the other Type, or a continuation of Term SOFR 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 V (or any other thanLoan Document, after the Closing Dateor which are contained in any document furnished at any time under or in connection herewith or therewith, Sections 5.05(b) and 5.06) shall be true and correct in all material respects (except to the extent that such representations and warranties are already qualified by materiality, in which case they shall be true and correct or in all respectsrespects in the case of a representation or warranty containing a materiality qualifier) 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 (except unless such representation and warranty is subject to the extent that such representations and warranties are already qualified by materiality, a materiality or Material Adverse Effect qualifier in which case they shall it will be true and correct in all respects) on and as of the date of such earlier dateBorrowing, 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 4.02, the representations and warranties contained in subsection subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsection clauses (a) of Section 6.01 (and, if any financial statements shall have been subsequently delivered pursuant to subsection and (b) ), respectively, of Section 6.01, then also to such financial statements so subsequently delivered). (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 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 4.02(a) and 4.02(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 (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 V (VI or any other thanLoan Document, after the Closing Dateor which are contained in any document furnished at any time under or in connection herewith or therewith, Sections 5.05(b) and 5.06) shall be true and correct in all material respects (except to the extent that and in all respects if any such representations and warranties are representation or warranty is already qualified by materiality, in which case they shall be true and correct in all respectsmateriality 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 (except to the extent that such representations and warranties are already qualified by materiality, 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 4.025.02, the representations and warranties contained in subsection subsections (a) and (b) of Section 5.05 6.05 shall be deemed to refer to the most recent statements furnished pursuant to subsection subsections (a) and (b), respectively, of Section 6.01 (and, if any financial statements shall have been subsequently delivered pursuant to subsection (b) of Section 6.01, then also to such financial statements so subsequently delivered)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 Borrowing (other than a conversion of Loans to another Type or a continuation of Term SOFR Loans) Loan Notice submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a5.02(a) and 4.02(b(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 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 V (VI or any other thanLoan Document, after the Closing Dateor which are contained in any document furnished at any time under or in connection herewith or therewith, Sections 5.05(b) and 5.06) shall be true and correct in all material respects (except to the extent that and in all respects if any such representations and warranties are representation or warranty is already qualified by materiality, in which case they shall be true and correct in all respectsmateriality 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 (except to the extent that such representations and warranties are already qualified by materiality, 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 4.025.02, the representations and warranties contained in subsection subsections (a) and (b) of Section 5.05 6.05 shall be deemed to refer to the most recent statements furnished pursuant to subsection subsections (a) and (b), respectively, of Section 6.01 (and, if any financial statements shall have been subsequently delivered pursuant to subsection (b) of Section 6.01, then also to such financial statements so subsequently delivered)7.01. (b) 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 Borrowing (other than a conversion of Loans to another Type or a continuation of Term SOFR Loans) Loan Notice submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a5.02(a) and 4.02(b(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 another Type or a continuation of Term SOFR Loans) Request for Borrowing from the Borrower is subject to the following conditions precedent: (a) The representations and warranties of the Borrower contained in Article V VI (other than, after the Closing Date, than Sections 5.05(b6.05(c) and 5.066.06) 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 on and as of the date of such Borrowing (except to the extent other than any representation and warranty that such representations and warranties are already is expressly qualified by materiality, in which case they such representation and warranty 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 warranties are already qualified by materiality, 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 4.025.02, the representations and warranties contained in subsection clauses (a) and (b) of Section 5.05 6.05 shall be deemed to refer to the most recent statements furnished pursuant to subsection clauses (a) and (b), respectively, of Section 6.01 (and, if any financial statements shall have been subsequently delivered pursuant to subsection (b) of Section 6.01, then also to such financial statements so subsequently delivered)7.01. (b) No 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 Request for Borrowing (other than a conversion of Loans to another 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 4.02(a5.02(a) and 4.02(b(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 (other than a Committed Loan Notice requesting only a conversion of Loans to another Type Type, or a continuation of Term SOFR Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower Credit Parties contained in Article V (or any other thanLoan Document, after the Closing Dateor which are contained in any document required to be furnished at any time under or in connection herewith or therewith, Sections 5.05(b) and 5.06) shall be true and correct in all material respects (except to or, in the extent that such case of the representations and warranties are already in Sections 5.16 and 5.22 or any representation and warranty that is qualified by materiality, in which case they shall be true and correct in all respects) 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 (except to or, in the extent that such case of the representations and warranties are already in Sections 5.16 and 5.22 or any representation and warranty that is qualified by materiality, 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 4.02, the representations and warranties contained in subsection subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsection clauses (a) of Section 6.01 (and, if any financial statements shall have been subsequently delivered pursuant to subsection and (b) ), respectively, of Section 6.01, then also to such financial statements so subsequently delivered). (b) No Default shall existexist on the date of such 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 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 4.02(a) and 4.02(b) have been satisfied on and as of the date of the applicable Borrowing.