Common use of CONDITIONS TO ALL BORROWINGS Clause in Contracts

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Request for Borrowing (other than the initial funding on the Closing Date, a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent: (a) 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 qualified by materiality shall be true and correct 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 as of such earlier date. (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 Request for Borrowing in accordance with the requirements hereof. Each Request for Borrowing (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Borrowing.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Request for Borrowing (other than the initial funding on the Closing Date, a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent: (a) All The representations and warranties of the Borrower contained in Article V (except for the representations and warranties or any other Loan Document, or which are contained in Sections 5.04(c) and 5.05 hereof) that are qualified by materiality any document furnished at any time under or in connection herewith or therewith, shall be true and correct 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 as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01. (b) No Default shall exist, or would result from such proposed Borrowing or from the application of the proceeds thereof. (c) The Administrative Agent and, if applicable, the Swing Line Lender shall have received a 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 Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a), (b), (d) and (be) have been satisfied on and as of the date of the applicable Borrowing.

CONDITIONS TO ALL BORROWINGS. The Subject to Section 1.10, the obligation of each Lender to honor any Request for Borrowing (other than the initial funding on the Closing Date, a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Eurocurrency Rate Loans) is subject to the following conditions precedent: (a) All The representations and warranties of the Borrower Borrowers contained in Article V (except for the representations and warranties contained in Sections 5.04(c) and 5.05 hereof) that are qualified by materiality shall be true and correct on and as of the date of such Borrowing, and all or any representations and warranties of the Borrower any Loan Party in any other Loan Document, or which are contained in Article V (except for the representations and warranties contained any document furnished at any time under or in Sections 5.04(c) and 5.05 hereof) that are not qualified by materiality connection herewith or therewith, shall be true and correct in all material respects (provided that such materiality qualifier shall not apply to the extent that any such representation or warranty is already qualified or modified by materiality in the text thereof), on and as of the date of such BorrowingBorrowing (or, exceptfor the purposes of Section 4.01(a)(vi), in each caseas 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 (provided that such materiality qualifier shall not apply to the extent that any such representation or warranty is already qualified or modified by materiality in the text thereof) as of such earlier date, and except that for purposes of this Section 4.02, (i) the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 and (ii) the representations and warranties in subsection (c) of Section 5.05, subsection (b) of Section 5.06, and Section 5.10 need only be true and correct on and as of the Closing Date. (b) No Default 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 Request for Borrowing in accordance with the requirements hereof. (d) If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.14 to the designation of such Borrower as a Designated Borrower shall have been met to the satisfaction of the Administrative Agent. (e) In the case of a Revolving Credit Borrowing to be denominated in an Alternative Currency, there shall not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of the Administrative Agent or the Required Lenders (in the case of any Loans to be denominated in an Alternative Currency) would make it impracticable for such Borrowing to be denominated in the relevant Alternative Currency. Each Request for Borrowing (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Eurocurrency Rate Loans) submitted by the Borrower Company shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable BorrowingBorrowing or as of such earlier date, as applicable.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Request for Borrowing Loan Notice (other than the initial funding on the Closing Date, a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, another Type or a continuation of Eurodollar Rate Term SOFR Loans) is subject to the following conditions precedent: (a) All The representations and warranties of the Borrower contained in Article V (except for other than, after the representations and warranties contained in Closing Date, Sections 5.04(c5.05(b) and 5.05 hereof5.06) 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 Request for Borrowing Loan Notice in accordance with the requirements hereof. Each Request for Borrowing (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other another Type or a continuation of Eurodollar Rate 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 (b4.02(b) have been satisfied on and as of the date of the applicable Borrowing.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Request for Borrowing a Loan Notice (other than the initial funding on the Closing Date, a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Rate SOFR Loans) ), is subject to the following conditions precedent: (a) All The representations and warranties of the Borrower Borrowers contained in Article V (except for the representations and warranties contained in Sections 5.04(c) and 5.05 hereof) that are qualified by materiality or any other Loan Document shall be true and correct in all material respects (except that those representations and warranties which are qualified by materiality or Material Adverse Effect 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 that those representations and warranties which are qualified by 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 clauses (i), (ii), (v) and (vi) respectively, of Section 6.01; provided that after the Effective Date the representations and warranties set forth in Section 5.05(b) or Section 5.06 shall not be required to be true or correct as a condition precedent to any Borrowing. (b) No Default 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 Request for Borrowing Loan Notice in accordance with the requirements hereof. Each Request for Borrowing Loan Notice (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate SOFR Loans) submitted by the a Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Borrowing.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Request for Borrowing (other than the initial funding on the Closing Date, a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent: (a) All The representations and warranties of the Borrower and each other Loan Party contained in Article V (except for the representations and warranties VI or any other Loan Document, or which are contained in Sections 5.04(c) and 5.05 hereof) that are qualified by materiality any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) on and as of the date of such Borrowing, and all representations and warranties of the Borrower contained in Article V (except for the representations and warranties contained in Sections 5.04(c) and 5.05 hereof) that are not qualified by materiality shall be true and correct in all material respects on and as of the date of such Borrowing, except, in each case, to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) as of such earlier date, and except that for purposes of this Section 5.02, the representations and warranties contained in subsections (a) and (b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01. (b) No Default or Event of Default shall exist, or would result from such proposed Borrowing or from the application of the proceeds thereof. (c) The Administrative Agent shall have received a Request for Borrowing Loan Notice in accordance with the requirements hereof. Each Request for Borrowing (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a5.02(a) and (b) have been satisfied on and as of the date of the applicable Borrowing.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Request for Borrowing (other than the initial funding on the Closing Date, a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent: (a) All The representations and warranties of the Borrower and each other Loan Party contained in Article V (except for the representations and warranties VI or any other Loan Document, or which are contained in Sections 5.04(c) and 5.05 hereof) that are qualified by materiality any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) on and as of the date of such Borrowing, and all representations and warranties of the Borrower contained in Article V (except for the representations and warranties contained in Sections 5.04(c) and 5.05 hereof) that are not qualified by materiality shall be true and correct in all material respects on and as of the date of such Borrowing, except, in each case, to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) as of such earlier date, and except that for purposes of this Section 5.03, the representations and warranties contained in subsections (a) and (b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01. (b) No Default or Event of Default shall exist, or would result from such proposed Borrowing or from the application of the proceeds thereof. (c) The Administrative Agent shall have received a Request for Borrowing Loan Notice in accordance with the requirements hereof. Each Request for Borrowing (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a5.03(a) and (b) have been satisfied on and as of the date of the applicable Borrowing.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Request for Borrowing Loan Notice (other than the initial funding on the Closing Date, a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Rate Term SOFR Loans) is subject to the following conditions precedent: (a) All The 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 qualified by materiality shall be true and correct on and as of the date of such Borrowing, and all or any representations and warranties of the Borrower any Loan Party in any other Loan Document, or which are contained in Article V (except for the representations and warranties contained any document furnished at any time under or in Sections 5.04(c) and 5.05 hereof) that are not qualified by materiality connection herewith or therewith, shall be true and correct in all material respects (provided that such materiality qualifier shall not apply to the extent that any such representation or warranty is already qualified or modified by materiality in the text thereof), on and as of the date of such BorrowingBorrowing (or, exceptfor the purposes of Section 4.01(a)(vi), in each caseas 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 (provided that such materiality qualifier shall not apply to the extent that any such representation or warranty is already qualified or modified by materiality in the text thereof) as of such earlier date, and except that for purposes of this Section 4.02, (i) the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 and (ii) the representations and warranties in subsection (c) of Section 5.05, subsection (b) of Section 5.06, and Section 5.10 need only be true and correct on and as of the Closing Date. (b) No Default 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 Request for Borrowing 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 Request for Borrowing Loan Notice (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate 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 (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 the Lender to honor any Request for Borrowing Loan Notice (other than the initial funding on the Closing Date, a Committed Loan Notice requesting only a the conversion of Committed Loans from one Type to another or the other Type, or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent: (a) All The representations and warranties of the Borrower contained in Article V (except for the representations and warranties or any other Loan Document, or which are contained in Sections 5.04(c) and 5.05 hereof) that are qualified any document furnished by materiality the Borrower to the Lender under or in connection with this Agreement, shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) 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 as of such earlier date, and except that for purposes of this Section 4.02(a) the representations and warranties contained in Section 5.06(b) shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01. (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 Request for Borrowing Loan Notice in accordance with the requirements hereof. Each Request for Borrowing Loan Notice (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Borrowing.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Request for Borrowing Loan Notice (other than the initial funding on the Closing Date, a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent: (a) All The representations and warranties of the Borrower Borrowers and each other Loan Party contained in Article V (except for the representations and warranties contained in Sections 5.04(c) and 5.05 hereof) that are qualified by materiality shall be true and correct 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 or any other Loan Document shall be true and correct in all material respects on and as of the date of such Borrowing, except, in each case, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01. (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 Request for Borrowing 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 Request for Borrowing Loan Notice (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate Loans) 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 (bd) have been satisfied on and as of the date of the applicable Borrowing.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Request for Borrowing (other than the initial funding make a Loan on the Closing Date, a Committed Loan Notice requesting only a conversion occasion of Committed Loans to the other Type, or a continuation of Eurodollar Rate Loans) any Borrowing is subject to the following conditions precedent: (a) All The representations and warranties of the Borrower contained in Article V (except for other than the representations and warranties contained in Sections 5.04(c5.05(c), 5.06(b), 5.09 and 5.17 for all Borrowings other than the initial Borrowing) and 5.05 hereof) 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 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, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01. (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 Request for Borrowing Committed Loan Notice in accordance with the requirements hereof. Each Request for Borrowing (other than a Committed Loan Notice requesting only in respect of a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate Loans) Borrowing submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Borrowing.

CONDITIONS TO ALL BORROWINGS. The Subject to Section 1.07, the obligation of each Lender to honor any Request for Borrowing Loan Notice (other than the initial funding on the Closing Date, a Committed Loan Notice requesting only a conversion of Committed Loans to the other another Type, or a continuation of Eurodollar Rate Term SOFR Loans) is subject to the following conditions precedent: (a) All The representations and warranties of the Borrower Company contained in Article V (except for the representations and warranties contained in Sections 5.04(c) and 5.05 hereof) that are qualified by materiality shall be true and correct on and as of the date of such Borrowing, and all or any representations and warranties of the Borrower Company in any other Loan Document, or which are contained in Article V (except for the representations and warranties contained any document furnished at any time under or in Sections 5.04(c) and 5.05 hereof) that are not qualified by materiality connection herewith or therewith, shall be true and correct in all material respects (provided that such materiality qualifier shall not apply to the extent that any such representation or warranty is already qualified or modified by materiality in the text thereof), on and as of the date of such BorrowingBorrowing (or, exceptfor the purposes of Section 4.01(a)(vi), in each caseas 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 (provided that such materiality qualifier shall not apply to the extent that any such representation or warranty is already qualified or modified by materiality in the text thereof) as of such earlier date, and except that for purposes of this Section 4.02, (i) the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 and (ii) the representations and warranties in subsection (b) of Section 5.06 and Section 5.10 need only be true and correct on and as of the Closing Date. (b) No Default 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 Request for Borrowing 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 Request for Borrowing Loan Notice (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other another Type or a continuation of Eurodollar Rate Term SOFR Loans) submitted by the Borrower Company shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable BorrowingBorrowing or as of such earlier date, as applicable.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Request for Borrowing (other than advance the initial funding on the Closing Date, a Committed Loan Notice requesting only a conversion Borrowings of Committed its Loans to the other Type, or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent: (a) All The representations and warranties of the Borrower and each other Loan Party contained in Article V (except for the representations and warranties VII or any other Loan Document, or which are contained in Sections 5.04(c) and 5.05 hereof) that are qualified by materiality shall be true and correct on and as of the date of such Borrowingany document furnished at any time under or in connection herewith or therewith, 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 (without duplication of any materiality qualifiers therein) on and as of the date of such BorrowingLoan, except, in each case, 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 (without duplication of any materiality qualifiers therein) as of such earlier date, and except that for purposes of this Section 6.02, the representations and warranties contained in subsections (a) and (b) of Section 7.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 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 Request for Borrowing Loan Notice in accordance with the requirements hereof. Each Request for Borrowing Loan Notice (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a6.02(a) and (b) have been satisfied on and as of the date of the applicable Borrowing.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Request for Borrowing (other than the initial funding from any Borrower, whether on the Closing DateDate or after the Closing Date during the Availability Period, a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent: (a) All The representations and warranties of the such Borrower contained in Article V VI (except for the representations other than in Section 6.05(c) and warranties Section 6.06) or any other Loan Document, or which are contained in Sections 5.04(c) and 5.05 hereof) that are qualified by materiality any document furnished at any time under or in connection herewith or therewith, shall be true and correct on correct, in all material respects, on, and as of of, the date of such Borrowing, Borrowing (other than any representation 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) warranty that are not is expressly qualified by materiality materiality, in which case, such representation and warranty shall be true and correct in all material respects on and as of the date of such Borrowingrespects), except, in each case, except to the extent that such representations and warranties specifically refer to an earlier date, in which case case, they shall be true and correct, in all material respects (other than any representation and warranty that is expressly qualified by materiality, in which case, such representation and warranty shall be true and correct in all respects), as of such earlier datedate (and except that, for purposes of this Section 5.02, the representations and warranties contained in Section 6.05(a) and Section 6.05(b) shall be deemed to refer to the most recent statements furnished pursuant to Section 7.01(a) and Section 7.01(b), respectively). (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 Request for Borrowing from such Borrower in accordance with the requirements hereof. Each Request for Borrowing (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the 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 (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 make ---------------------------- any Request for Borrowing (other than the initial funding on the Closing Date, a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Rate Loans) is subject to satisfaction of the following conditions precedent: (a) All The 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 qualified by materiality shall be true and correct 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, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be have been true and correct in all material respects as of such earlier date, except that the representations and warranties set forth in Sections 5.04(b) and 5.05 shall be required to be true and correct in all material respects only on the date of the initial Borrowing and on the Assumption Date after giving effect to the 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 Request for Borrowing 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 Request for Borrowing (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a4.03(a) and (b) have been satisfied on and as of the date of the applicable Borrowing.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Request for Borrowing (other than advance the initial funding on the Closing Date, a Committed Loan Notice requesting only a conversion Borrowings of Committed its Loans to the other Type, or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent: (a) All The representations and warranties of the Borrower and each other Loan Party contained in Article V (except for the representations and warranties Section 5 or any other Loan Document, or which are contained in Sections 5.04(c) and 5.05 hereof) that are qualified by materiality shall be true and correct on and as of the date of such Borrowingany document furnished at any time under or in connection herewith or therewith, 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 BorrowingLoan, except, in each case, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01. (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 Request for Borrowing 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 Request for Borrowing Committed Loan Notice (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) ), (b), and (bc) 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 Request for Borrowing Loan Notice (other than the initial funding on the Closing Date, a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent: (a) All The representations and warranties of the Borrower Company contained in Article V (except for the representations and warranties contained in Sections 5.04(c) and 5.05 hereof) that are qualified by materiality shall be true and correct on and as of the date of such Borrowing, and all or any representations and warranties of the Borrower Company in any other Loan Document, or which are contained in Article V (except for the representations and warranties contained any document furnished at any time under or in Sections 5.04(c) and 5.05 hereof) that are not qualified by materiality connection herewith or therewith, shall be true and correct in all material respects (provided that such materiality qualifier shall not apply to the extent that any such representation or warranty is already qualified or modified by materiality in the text thereof), on and as of the date of such BorrowingBorrowing (or, exceptfor the purposes of Section 4.01(a)(vi), in each caseas 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 (provided that such materiality qualifier shall not apply to the extent that any such representation or warranty is already qualified or modified by materiality in the text thereof) as of such earlier date, and except that for purposes of this Section 4.02, (i) the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 and (ii) the representations and warranties in subsection (c) of Section 5.05, subsection (b) of Section 5.06, and Section 5.10 need only be true and correct on and as of the Closing Date. (b) No Default 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 Request for Borrowing Loan Notice in accordance with the requirements hereof. Each Request for Borrowing Loan Notice (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower Company shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable BorrowingBorrowing or as of such earlier date, as applicable.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Request for Borrowing (other than the initial funding make a Loan on the Closing Date, a Committed Loan Notice requesting only a conversion occasion of Committed Loans to the other Type, or a continuation of Eurodollar Rate Loans) any Borrowing is subject to the satisfaction of the following conditions precedent: (a) All The representations and warranties of the Borrower contained in Article V (except for other than the representations and warranties contained in Sections 5.04(c5.05(c), 5.06(b) and 5.05 hereof5.12 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 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, 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 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 subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements delivered pursuant to clauses (a) and (b), respectively, of Section 6.01. (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 Request for Borrowing Committed Loan Notice in accordance with the requirements hereof. Each Request for Borrowing (other than a Committed Loan Notice requesting only in respect of a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate Loans) Borrowing submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) this Section 4.02 have been satisfied on and as of the date of the applicable Borrowing.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Request for Borrowing (other than the initial funding on the Closing Date, a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Rate Committed Loans) is subject to the following conditions precedent: (a) All The representations and warranties of the Borrower contained in Article V (except for the representations and warranties or any other Loan Document, or which are contained in Sections 5.04(c) and 5.05 hereof) that are qualified by materiality any document furnished at any time under or in connection herewith or therewith, shall be true and correct 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 as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01. (b) No Default shall exist, or would result from such proposed Borrowing or from the application of the proceeds thereofBorrowing. (c) The Administrative Agent and, if applicable, the Swing Line Lender shall have received a Request for Borrowing in accordance with the requirements hereof. Each Request for Borrowing (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate Committed Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Borrowing.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Request for Borrowing (other than the initial funding on the Closing Date, a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent: (a) All The representations and warranties of the Borrower and each other Loan Party contained in Article V (except for the representations and warranties contained in Sections 5.04(c) and 5.05 hereof) that are qualified by materiality VI or any other Loan Document, shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) on and as of the date of such Borrowing, and all representations and warranties of the Borrower contained in Article V (except for the representations and warranties contained in Sections 5.04(c) and 5.05 hereof) that are not qualified by materiality shall be true and correct in all material respects on and as of the date of such Borrowing, except, in each case, to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) as of such earlier date, and except that for purposes of this Section 5.02, the representations and warranties contained in clauses (a) and (b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01. (b) No Default or Event of Default shall exist, or would result from such proposed Borrowing or from the application of the proceeds thereof. (c) With respect to the Term C Borrowing, the Term C Draw Conditions shall have been satisfied. (d) The Administrative Agent shall have received a Request for Borrowing Loan Notice in accordance with the requirements hereof. Each Request for Borrowing (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a5.02(a), (b) and (bc) (if applicable) have been satisfied on and as of the date of the applicable Borrowing.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Request for Borrowing Loan Notice (other than the initial funding on the Closing Date, a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Eurocurrency Rate Loans) is subject to the following conditions precedent: (a) All The representations and warranties of the Borrower contained in Article V (except for the representations and warranties or any other Loan Document, or which are contained in Sections 5.04(c) and 5.05 hereof) that are qualified by materiality shall be true and correct on and as of the date of such Borrowingany document furnished at any time under or in connection herewith or therewith, 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, exceptexcept (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 each caseall 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 as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in clauses (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01. (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 Request for Borrowing Loan Notice in accordance with the requirements hereof. DB1/ 113327194.13 Each Request for Borrowing Loan Notice (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar 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 (b) have been satisfied on and as of the date of the applicable Borrowing.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Request for Borrowing a Loan Notice (other than the initial funding on the Closing Date, a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Rate Loans) ), is subject to the following conditions precedent: (a) All The representations and warranties of the Borrower Borrowers contained in Article V (except for the representations and warranties contained in Sections 5.04(c) and 5.05 hereof) that are qualified by materiality or any other Loan Document shall be true and correct in all material respects (except that those representations and warranties which are qualified by materiality or Material Adverse Effect 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 that those representations and warranties which are qualified by 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 clauses (i) and (ii), respectively, of Section 6.01; provided that after the Effective Date the representations and warranties set forth in Section 5.05(b) or Section 5.06 shall not be required to be true or correct as a condition precedent to any Borrowing. (b) No Default 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 Request for Borrowing in accordance with the requirements hereof. Each Request for Borrowing (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Borrowing.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Request for Borrowing Loan Notice (other than the initial funding on the Closing Date, a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent: (a) All The representations and warranties of the Borrower Borrowers contained in Article V (except for the representations and warranties contained in Sections 5.04(c) and 5.05 hereof) that are qualified by materiality shall be true and correct on and as of the date of such Borrowing, and all or any representations and warranties of the Borrower any Loan Party in any other Loan Document, or which are contained in Article V (except for the representations and warranties contained any document furnished at any time under or in Sections 5.04(c) and 5.05 hereof) that are not qualified by materiality connection herewith or therewith, shall be true and correct in all material respects (provided that such materiality qualifier shall not apply to the extent that any such representation or warranty is already qualified or modified by materiality in the text thereof), on and as of the date of such BorrowingBorrowing (or, exceptfor the purposes of Section 4.01(a)(vi), in each caseas 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 (provided that such materiality qualifier shall not apply to the extent that any such representation or warranty is already qualified or modified by materiality in the text thereof) as of such earlier date, and except that for purposes of this Section 4.02, (i) the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 and (ii) the representations and warranties in subsection (c) of Section 5.05, subsection (b) of Section 5.06, and Section 5.10 need only be true and correct on and as of the Closing Date. (b) No Default 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 Request for Borrowing 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 Request for Borrowing Loan Notice (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower Company shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable BorrowingBorrowing or as of such earlier date, as applicable.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Request for Borrowing (other than the initial funding from any Borrower, whether on the Closing Effective Date or after the Effective Date, a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent: (a) All The representations and warranties of the such Borrower contained in Article V VI (except for the representations other than in Section 6.05(c) and warranties Section 6.06) or any other Loan Document, or which are contained in Sections 5.04(c) and 5.05 hereof) that are qualified by materiality any document furnished at any time under or in connection herewith or therewith, shall be true and correct on correct, in all material respects, on, and as of of, the date of such Borrowing, Borrowing (other than any representation 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) warranty that are not is expressly qualified by materiality materiality, in which case, such representation and warranty shall be true and correct in all material respects on and as of the date of such Borrowingrespects), except, in each case, except to the extent that such representations and warranties specifically refer to an earlier date, in which case case, they shall be true and correct, in all material respects (other than any representation and warranty that is expressly qualified by materiality, in which case, such representation and warranty shall be true and correct in all respects), as of such earlier datedate (and except that, for purposes of this Section 5.02, the representations and warranties contained in Section 6.05(a) and Section 6.05(b) shall be deemed to refer to the most recent statements furnished pursuant to Section 7.01(a) and Section 7.01(b), respectively). (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 Request for Borrowing from such Borrower in accordance with the requirements hereof. Each Request for Borrowing (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the 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 (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 Request for Borrowing (other than the initial funding make a Loan on the Closing Date, a Committed Loan Notice requesting only a conversion occasion of Committed Loans to the other Type, or a continuation of Eurodollar Rate Loans) any Borrowing is subject to the satisfaction of the following conditions precedent: (a) All The representations and warranties of the Borrower contained in Article V (except for other than the representations and warranties contained in Sections 5.04(c5.05(c), 5.06(b) and 5.05 hereof5.12 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, 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, 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 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 subsections (a) and (b) of Section 5.05 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 financial statements so 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 Request for Borrowing Committed Loan Notice in accordance with the requirements hereof. Each Request for Borrowing (other than a Committed Loan Notice requesting only in respect of a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate Loans) Borrowing submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) this Section 4.02 have been satisfied on and as of the date of the applicable Borrowing.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor make any Request for Borrowing (other than the initial funding on the Closing Date, a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent: (a) All The representations and warranties of the each Borrower and each other Loan Party contained in Article V (except for the representations and warranties or any other Loan Document, or which are contained in Sections 5.04(c) and 5.05 hereof) that are qualified by materiality any document furnished at any time under or in connection herewith or therewith, shall be true and correct 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 as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01. (b) No Default or Event of Default shall exist, or would result from such proposed Borrowing or from the application of the proceeds thereof. (c) The Administrative For a Borrowing of Revolving Loans, Agent shall have received a Request for Borrowing 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 Request for Borrowing (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate Loans) Draw Certificate submitted by the any Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Borrowing.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Request for Borrowing (other than the initial funding on the Closing Date, a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent: (a) All The representations and warranties of the Borrower and each other Loan Party contained in Article V (except for the representations and warranties VI or any other Investment Document, or which are contained in Sections 5.04(c) and 5.05 hereof) that are qualified by materiality any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) on and as of the date of such Borrowing, and all representations and warranties of the Borrower contained in Article V (except for the representations and warranties contained in Sections 5.04(c) and 5.05 hereof) that are not qualified by materiality shall be true and correct in all material respects on and as of the date of such Borrowing, except, in each case, to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) as of such earlier date, and except that for purposes of this Section 5.02, the representations and warranties contained in subsections (a) and (b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01. (b) No Default 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 Request for Borrowing Loan Notice in accordance with the requirements hereof. Each Request for Borrowing (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a5.02(a) and (b) have been satisfied on and as of the date of the applicable Borrowing.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Request for Borrowing Loan Notice (other than the initial funding on the Closing Date, a Committed Loan Notice requesting only a the conversion of Committed Loans from one Type to another or the other Type, or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent: (a) All The representations and warranties of the Borrower contained in Article V (except for the representations and warranties or any other Loan Document, or which are contained in Sections 5.04(cany document furnished by the Borrower to the Administrative Agent or the Lenders under or in connection with this Agreement (excluding, from and after the Investment Grade Date, the representation and warranty set forth in Section 5.06(c) and 5.05 hereof) that are qualified by materiality of this Agreement), shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) 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 as of such earlier date, and except that for purposes of this Section 4.02(a) the representations and warranties contained in subsections (a) and (b) of Section 5.06 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01. (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 Request for Borrowing Loan Notice in accordance with the requirements hereof. Each Request for Borrowing Loan Notice (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Borrowing.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Request for Borrowing a Loan Notice (other than the initial funding on the Closing Date, a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Rate Loans) ), is subject to the following conditions precedent: (a) All The representations and warranties of the Borrower Borrowers contained in Article V (except for the representations and warranties contained in Sections 5.04(c) and 5.05 hereof) that are qualified by materiality or any other Loan Document shall be true and correct in all material respects (except that those representations and warranties which are qualified by materiality or Material Adverse Effect 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 that those representations and warranties which are qualified by 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 clauses (i) and (ii), respectively, of Section 6.01; provided that after the Effective Date the representations and warranties set forth in Section 5.05(b), Section 5.06 or Section 5.13 shall not be required to be true or correct as a condition precedent to any Borrowing. (b) No Default 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 Request for Borrowing in accordance with the requirements hereof. Each Request for Borrowing (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Borrowing.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Request for Notice of Borrowing or Notice of Continuation/Conversion (other than the initial funding on the Closing Date, a Committed Loan Notice of Continuation/Conversion requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Rate Loans) or to make the advance of the Term Loan is subject to the following conditions precedent: (a) All The representations and warranties of the Borrower contained in Article V (except for the representations and warranties or any other Loan Document, or which are contained in Sections 5.04(c) and 5.05 hereof) that are qualified by materiality shall be true and correct on and as of the date of such Borrowingany document furnished at any time under or in connection herewith or therewith, 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, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b), 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 Request for Notice of Borrowing or Notice of Continuation/Conversion in accordance with the requirements hereof. Each Request for Notice of Borrowing or Notice of Continuation/Conversion (other than a Committed Loan Notice of Continuation/Conversion requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Borrowing.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to make any Loans hereunder or otherwise to honor any Request for Borrowing Notice (other than the initial funding on the Closing Date, a Committed Loan any Notice requesting only a conversion of Committed Loans to the other another Type, or a continuation of Eurodollar Rate LoansLoans as the same Type) is subject to the following conditions precedent: (a) All The representations and warranties of the Borrower contained in Article V (except for the representations and warranties V, or which are contained in Sections 5.04(c) and 5.05 hereof) that are qualified by materiality any document furnished at any time under or in connection herewith, shall be true and correct 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 as of such earlier datedate , and except that this subsection (a) shall be deemed to refer to the last day of the most recent fiscal quarter and year for which financial statements have been delivered in respect of the representations and warranties made in Sections 5.05(a) and (b), respectively. (b) No Default or Event of Default shall exist, or would result from such proposed Borrowing or from the application of the proceeds thereofBorrowing. (c) The Administrative Agent shall have received a Request for Borrowing Notice in accordance with the requirements hereof. (d) The Administrative Agent shall have received, in form and substance satisfactory to it, such other assurances, certificates, documents or consents related to the foregoing as the Administrative Agent or the Required Lenders reasonably may require. Each Request for Borrowing Notice (other than a Committed Loan any Notice requesting only a conversion of Committed Loans to the other Type another Type, or a continuation of Eurodollar Rate LoansLoans as the same Type) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Borrowing.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Request for Borrowing Loan Notice (other than the initial funding on the Closing Date, (i) a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or (ii) a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent: (a) All The representations and warranties of the Borrower contained in Article V (except for except, in the case of any Borrowing after the Closing Date, the representations and warranties contained in Sections 5.04(c) and 5.05 hereof5.05) that or in any other Loan Document, or which are qualified by materiality shall be true and correct 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 any document furnished at any time under or in Sections 5.04(c) and 5.05 hereof) that are not qualified by materiality connection herewith or therewith, shall be true and correct in all material respects (provided that (i) if a representation and warranty is qualified by materiality or material adverse effect it shall be true and correct in all respects and (ii) the representation and warranty made in Section 5.12(a) shall be true and correct in all respects), in each case on and as of the date of such BorrowingBorrowing (or, except, in each case, to the extent that if such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date), except that for purposes of this Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.04 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01. (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 Request for Borrowing Loan Notice in accordance with the requirements hereof. Each Request for Borrowing Loan Notice (other than (i) a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type Type, or (ii) a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Borrowing.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Request for Borrowing a Loan Notice (other than the initial funding on the Closing Date, a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Rate Term Benchmark Loans) ), is subject to the following conditions precedent: : (a) All The 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 qualified by materiality or any other Loan Document shall be true and correct in all material respects (except that those representations and warranties which are qualified by materiality or Material Adverse Effect 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 that those representations and warranties which are qualified by 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 clauses (i) and (ii), respectively, of Section 6.01. (b) No Default or Event of Default shall then exist, or would result from such proposed Borrowing or from the application of the proceeds thereof. (c) The Administrative Agent shall have received a Request for Borrowing Loan Notice in accordance with the requirements hereof. Each Request for Borrowing Loan Notice (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate Term 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 (b) have been satisfied on and as of the date of the applicable Borrowing.. ARTICLE V

CONDITIONS TO ALL BORROWINGS. The obligation obligations of each Lender to honor any Request for Borrowing Loan Notice (other than the initial funding on the Closing Date, a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, Type or a continuation of Eurodollar Rate Loans) is are subject to the following conditions precedent: (a) All The representations and warranties of the Borrower and each other Loan Party (i) which are contained in Article V VI, any other Loan Document, such Loan Notice and the most recent Compliance Certificate delivered to Administrative Agent prior to the requested date for such Borrowing, or (except for the 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 contained in Sections 5.04(c) are being made for the benefit of the Lenders and 5.05 hereof) that are qualified by materiality the Administrative Agent, shall be true and correct on (in the case of each representation and as of the date of such Borrowing, and all representations and warranties of the Borrower contained warranty described in Article V clause (except for the representations and warranties contained in Sections 5.04(ci) and 5.05 hereofor (ii) that are not qualified by materiality shall be true and correct immediately preceding) in all material respects on and as of the date of such Borrowing, except, in each case, 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. (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 Request for Borrowing Loan Notice in accordance with the requirements hereof. Each Request for Borrowing Loan Notice (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate Loans) 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 (b) have been satisfied on and as of the date of the applicable Borrowing.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Request for Borrowing (other than the initial funding on the Closing Date, a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Eurocurrency Rate Loans) is subject to the following conditions precedent: (a) All The representations and warranties of the Borrower Borrowers contained in Article V (except for the representations and warranties contained in Sections 5.04(c) and 5.05 hereof) that are qualified by materiality shall be true and correct on and as of the date of such Borrowing, and all or any representations and warranties of the Borrower any Loan Party in other Loan Document, or which are contained in Article V (except for the representations and warranties contained any document furnished at any time under or in Sections 5.04(c) and 5.05 hereof) that are not qualified by materiality connection herewith or therewith, shall be true and correct in all material respects (provided that such materiality qualifier shall not apply to the extent that any such representation or warranty is already qualified or modified by materiality in the text thereof), on and as of the date of such BorrowingBorrowing (or, exceptfor the purposes of Section 4.01(a)(vi), in each caseas 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 (provided that such materiality qualifier shall not apply to the extent that any such representation or warranty is already qualified or modified by materiality in the text thereof) as of such earlier date, and except that for purposes of this Section 4.02, (i) the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 and (ii) the representations and warranties in subsection (c) of Section 5.05, subsection (b) of Section 5.06, and Section 5.11 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 Request for Borrowing in accordance with the requirements hereof. Each Request for Borrowing . (other than d) If the applicable Borrower is a Committed Loan Notice requesting only a conversion Designated Borrower, then the conditions of Committed Loans Section 2.14 to the other Type or designation of such Borrower as a continuation of Eurodollar Rate Loans) submitted by the Designated Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as met to the satisfaction of the date of the applicable BorrowingAdministrative Agent.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Request for Borrowing (other than the initial funding on the Closing Date, a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Rate Committed Loans) is subject to the following conditions precedent: (a) All The representations and warranties of the Borrower contained in Article V (except for the representations and warranties or any other Loan Document, or which are contained in Sections 5.04(c) and 5.05 hereof) that are qualified by materiality any document furnished at any time under or in connection herewith or therewith, shall be true and correct 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 as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01. (b) No Default shall exist, or would result from such proposed Borrowing or from the application of the proceeds thereof. (c) The Administrative Agent and, if applicable, the Swing Line Lender shall have received a Request for Borrowing in accordance with the requirements hereof. Each Request for Borrowing (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate Committed Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Borrowing.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Request for Borrowing (other than the initial funding on the Closing Date, a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Eurocurrency Rate Loans) is subject to the following conditions precedent: (a) All The representations and warranties of the Borrower Borrowers contained in Article V (except for the representations and warranties contained in Sections 5.04(c) and 5.05 hereof) that are qualified by materiality shall be true and correct on and as of the date of such Borrowing, and all or any representations and warranties of the Borrower any Loan Party in other Loan Document, or which are contained in Article V (except for the representations and warranties contained any document furnished at any time under or in Sections 5.04(c) and 5.05 hereof) that are not qualified by materiality connection herewith or therewith, shall be true and correct in all material respects (provided that such materiality qualifier shall not apply to the extent that any such representation or warranty is already qualified or modified by materiality in the text thereof), on and as of the date of such BorrowingBorrowing (or, exceptfor the purposes of Section 4.01(a)(vi), in each caseas 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 (provided that such materiality qualifier shall not apply to the extent that any such representation or warranty is already qualified or modified by materiality in the text thereof) as of such earlier date, and except that for purposes of this Section 4.02, (i) the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 and (ii) the representations and warranties in subsection (c) of Section 5.05, subsection (b) of Section 5.06, and Section 5.10 need only be true and correct on and as of the Closing Date. (b) No Default 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 Lenders, shall have received a 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 Committed Borrowing to be denominated in an Alternative Currency, there shall not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of the Administrative Agent or the Required Lenders (in the case of any Loans to be denominated in an Alternative Currency) would make it impracticable for such Borrowing to be denominated in the relevant Alternative Currency. Each Request for Borrowing (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Eurocurrency Rate Loans) submitted by the Borrower Company shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable BorrowingBorrowing or as of such earlier date, as applicable.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Request for Borrowing a Loan Notice (other than the initial funding on the Closing Date, a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Rate SOFR Loans) ), is subject to the following conditions precedent: (a) All The representations and warranties of the Borrower Borrowers contained in Article V (except for the representations and warranties contained in Sections 5.04(c) and 5.05 hereof) that are qualified by materiality or any other Loan Document shall be true and correct in all material respects (except that those representations and warranties which are qualified by materiality or Material Adverse Effect 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 that those representations and warranties which are qualified by 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 clauses (i) and (ii), respectively, of Section 6.01; provided that after the Effective Date the representations and warranties set forth in Section 5.05(b) or Section 5.06 shall not be required to be true or correct as a condition precedent to any Borrowing. (b) No Default 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 Request for Borrowing Loan Notice in accordance with the requirements hereof. Each Request for Borrowing Loan Notice (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate SOFR Loans) submitted by the a Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Borrowing.

CONDITIONS TO ALL BORROWINGS. The obligation of each the Lender to honor any Request request for a Borrowing (other than the initial funding on the Closing Date, a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Rate Loans) under Article II is subject to the following conditions precedent: (a) All The representations and warranties of the Borrower and each other Loan Party contained in Article II, Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall (except for the i) with respect to representations and warranties contained in Sections 5.04(c) and 5.05 hereof) that are qualified by contain a materiality shall qualification, be true and correct on and as of the date of such Borrowing, Borrowing and all (ii) with respect to 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 do not qualified by contain a materiality shall qualification, be true and correct in all material respects on and as of the date of such Borrowing, exceptand except that for purposes of this Section 4.02, in each case, to the extent that such representations and warranties specifically contained in Sections 5.05(a) and (b) shall be deemed to refer to an earlier datethe most recent statements furnished pursuant to Sections 6.01(a) and (b), in which case they shall be true and correct as of such earlier daterespectively. (b) No Default shall exist, or would result from such proposed Borrowing or from the application of the proceeds thereof. (c) The Administrative Agent Lender shall have received a Request for Borrowing Loan Notice in accordance with the requirements hereof. (d) If such request for a Borrowing is a request for a Receivables Secured Revolving Loan, as of the date of such Borrowing and prior to the Lender honoring any such request, the Securities Secured Revolving Facility shall be fully utilized. Each Request for Borrowing (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Borrowing.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Request for Borrowing (other than the initial funding on the Closing Date, a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent: (a) All The representations and warranties of the Borrower and each other Loan Party contained in Article V (except for the representations and warranties or any other Loan Document, or which are contained in Sections 5.04(c) and 5.05 hereof) that are qualified by materiality any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” 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 as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01. (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 Request for Borrowing Committed Loan Notice in accordance with the requirements hereof. (d) Agent shall have received, in form and substance satisfactory to it, such other assurances, certificates, documents or consents related to the foregoing as Agent or the Required Lenders reasonably may require. Each Request for Borrowing (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Borrowing.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Request for Notice of Borrowing or Notice of Continuation/Conversion (other than the initial funding on the Closing Date, a Committed Loan Notice of Continuation/Conversion requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Rate Loans) or to make the advance of the Term Loan is subject to the following conditions precedent: (a) All The representations and warranties of the Borrower contained in Article V (except for the representations and warranties or any other Loan Document, or which are contained in Sections 5.04(c) and 5.05 hereof) that are qualified by materiality shall be true and correct on and as of the date of such Borrowingany document furnished at any time under or in connection herewith or therewith, 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, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b), 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 Request for Borrowing in accordance with the requirements hereof. Each Request for Borrowing (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Borrowing.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Request for Borrowing Loan Notice (other than the initial funding on the Closing Date, a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent: (a) All The representations and warranties of (i) the Borrower contained in Article V and (except for ii) each Loan Party contained in each other Loan Document or in any document furnished at any time under or in connection herewith or therewith, shall be (A) in the case of representations and warranties contained in Sections 5.04(c) and 5.05 hereof) that are qualified by materiality shall be 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, in each case 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 or true and correct in all material respects, as the case may be, as of such earlier date; provided that the representations and warranties contained in Section 5.09 shall be deemed to refer to the most recent Financial Statements furnished pursuant to subsections (a) and (b) of Section 6.01. (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 Request for Borrowing Loan Notice in accordance with the requirements hereof. 56339040-2 56 49684497_9 Each Request for Borrowing Loan Notice (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Borrowing.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Request for Borrowing (other than the initial funding on the Closing Date, a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Rate Loans) Credit Extension is subject to the following conditions precedent: (a) All 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 (except for the representations and warranties contained or in Sections 5.04(c) and 5.05 hereof) that are qualified by materiality shall be true and correct on and as of the date of such Borrowingany other Loan Document, 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, 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, (ii) in the case of any representation and warranty qualified by materiality, in which case they shall be true and correct in all respects and (iii) for purposes of this Section 4.02, the representations and warranties contained in subsections (a), (b) and (c) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01. (bc) No Default or Event of Default shall exist, or would result from such proposed Borrowing or from the application of the proceeds thereof. (cd) The Administrative Agent shall have received a Request for Borrowing Credit Extension in accordance with the requirements hereof. Each Request for Borrowing (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate Loans) 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 (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 Request for Borrowing (other than the initial funding on the Closing Date, a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent: (a) All The representations and warranties of the Borrower and each other Loan Party contained in Article V (except for the representations and warranties VI or any other Loan Document, or which are contained in Sections 5.04(c) and 5.05 hereof) that are qualified by materiality any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) on and as of the date of such Borrowing, 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 as of such earlier date, and except that for purposes of this Section 5.02, the representations and warranties contained in subsections (a) and (b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 7.01. (b) No Default or Event of Default shall exist, or would result from such proposed Borrowing or from the application of the proceeds thereof. (c) The Administrative Agent shall have received a Request for Borrowing Loan Notice in accordance with the requirements hereof. Each Request for Borrowing (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a5.02(a) and (b) have been satisfied on and as of the date of the applicable Borrowing.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Request for Borrowing (other than the initial funding on the Closing Date, a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent: (a) All The representations and warranties of the Borrower applicable Loan Parties contained in Article V (except for the representations and warranties or any other Loan Document, or which are contained in Sections 5.04(c) and 5.05 hereof) that are qualified by materiality any document furnished at any time under or in connection herewith or therewith, shall be true and correct 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 as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b), 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 Request for Borrowing 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 Request for Borrowing (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Borrowing.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Request for Borrowing Committed Loan Notice (other than the initial funding on the Closing Date, a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Rate LIBOR Loans) is subject to the following conditions precedent: (a) All The representations and warranties of the Borrower Credit Parties contained in Article V or any other Loan Document, or which are contained in any document required to be furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (except for to the representations and warranties contained in Sections 5.04(c) and 5.05 hereof) extent that are any representation or warranty that is qualified by materiality 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 as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01. (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 Request for Borrowing Committed Loan Notice in accordance with the requirements hereof. Each Request for Borrowing Committed Loan Notice (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate 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 (b) have been satisfied on and as of the date of the applicable Borrowing.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Request for Borrowing Committed Loan Notice (other than the initial funding on the Closing Date, a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent: (a) All The representations and warranties of (i) the Borrower Loan Parties contained in Article V (except for the representations and warranties contained or in Sections 5.04(c) and 5.05 hereof) that are qualified by materiality shall be true and correct on and as of the date of such Borrowingany other Loan Document, and all representations and warranties of the Borrower contained or in Article V (except for the representations and warranties contained any document furnished at any time under or in Sections 5.04(c) and 5.05 hereof) that are not qualified by materiality connection herewith or therewith, shall be true and correct in all material respects (or, if qualified by materiality or Material Adverse Effect, in all respects) on and as of the date of such Borrowing, except, in each case, 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 as of such earlier date) and except that for purposes of this Section 4.02, the representations and warranties contained in Section 5.05(a) shall be deemed to refer to the most recent statements furnished pursuant to Section 6.01(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 Request for Borrowing Committed Loan Notice in accordance with the requirements hereof. Each Request for Borrowing Committed Loan Notice (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type Type, or a continuation of Eurodollar Rate Loans) submitted by the Borrower Company shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Borrowing.

CONDITIONS TO ALL BORROWINGS. The Subject to Section 1.07, the obligation of each Lender to honor any Request for Borrowing Loan Notice (other than the initial funding on the Closing Date, a Committed Loan Notice requesting only a conversion of Committed Loans to the other another Type, or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent: (a) All The representations and warranties of the Borrower Company contained in Article V (except for the representations and warranties contained in Sections 5.04(c) and 5.05 hereof) that are qualified by materiality shall be true and correct on and as of the date of such Borrowing, and all or any representations and warranties of the Borrower Company in any other Loan Document, or which are contained in Article V (except for the representations and warranties contained any document furnished at any time under or in Sections 5.04(c) and 5.05 hereof) that are not qualified by materiality connection herewith or therewith, shall be true and correct in all material respects (provided that such materiality qualifier shall not apply to the extent that any such representation or warranty is already qualified or modified by materiality in the text thereof), on and as of the date of such BorrowingBorrowing (or, exceptfor the purposes of Section 4.01(a)(vi), in each caseas 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 (provided that such materiality qualifier shall not apply to the extent that any such representation or warranty is already qualified or modified by materiality in the text thereof) as of such earlier date, and except that for purposes of this Section 4.02, (i) the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 and (ii) the representations and warranties in subsection (b) of Section 5.06 and Section 5.10 need only be true and correct on and as of the Closing Date. (b) No Default 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 Request for Borrowing Loan Notice in accordance with the requirements hereof. Each Request for Borrowing Loan Notice (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other another Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower Company shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable BorrowingBorrowing or as of such earlier date, as applicable.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Request for Borrowing (other than the initial funding on the Closing Date, a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent: (a) 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 qualified by materiality shall be true and correct 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 as of such earlier date. (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 Request for Borrowing in accordance with the requirements hereof. Each Request for Borrowing (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Borrowing.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Request for Borrowing (other than the initial funding on the Closing Date, a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Rate Term SOFR Loans) is subject to the following conditions precedent: (a) All The representations and warranties of the Borrower contained in Article V (except for the representations VI and warranties contained in Sections 5.04(c) and 5.05 hereof) that each other Loan Document, or which are qualified by materiality shall be true and correct 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 any document furnished at any time under or in Sections 5.04(c) and 5.05 hereof) that are not qualified by materiality connection herewith or therewith, shall be true and correct in all material respects on and as of the date of such Borrowing, exceptexcept (i) to the extent that such representations and warranties are qualified by materiality, in each casethey 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, they shall be true and correct in which case all material respects as of such earlier date except to the extent qualified by materiality, then they shall be true and correct as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in Section 6.22(a) shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 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 Request for Borrowing in accordance with the requirements hereof. Each Request for Borrowing (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Borrowing.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Request for Borrowing (other than the initial funding on the Closing Date, a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Rate Loans) from any Borrower is subject to the following conditions precedent: (a) All The representations and warranties of the such Borrower contained in Article V VI (except for the representations other than Sections 6.05(c) and warranties 6.06) or any other Loan Document, or which are contained in Sections 5.04(c) and 5.05 hereof) that are qualified by materiality shall be true and correct on and as of the date of such Borrowingany document furnished at any time under or in connection herewith or therewith, 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, exceptBorrowing (other than any representation and warranty that is expressly qualified by materiality, in each casewhich case such representation and warranty shall be true and correct in all respects), except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that for purposes of this Section 5.02, the representations and warranties contained in clauses (a) and (b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01. (b) No Default 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 Request for Borrowing from such Borrower in accordance with the requirements hereof. Each Request for Borrowing (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the any Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a5.02(a) and (b) have been satisfied on and as of the date of the applicable Borrowing.

CONDITIONS TO ALL BORROWINGS. The obligation obligations of each Lender to honor any Request for Borrowing Loan Notice (other than the initial funding on the Closing Date, a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, Type or a continuation of Eurodollar Rate Loans) is are subject to the following conditions precedent: (a) All The representations and warranties of the Borrower and each other Loan Party (i) which are contained in Article V 6, any other Loan Document, such Loan Notice and the most recent Compliance Certificate delivered to Administrative Agent prior to the requested date for such Borrowing, or (except for the 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 contained in Sections 5.04(c) are being made for the benefit of the Lenders and 5.05 hereof) that are qualified by materiality the Administrative Agent, shall be true and correct on (in the case of each representation and as of the date of such Borrowing, and all representations and warranties of the Borrower contained warranty described in Article V clause (except for the representations and warranties contained in Sections 5.04(ci) and 5.05 hereofor (ii) that are not qualified by materiality shall be true and correct immediately preceding) in all material respects on and as of the date of such Borrowing, except, in each case, 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. (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 Request for Borrowing Loan Notice in accordance with the requirements hereof. Each Request for Borrowing Loan Notice (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate Loans) 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 (b) have been satisfied on and as of the date of the applicable Borrowing.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Request for Borrowing (other than the initial funding on the Closing Date, a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent: (a) All The representations and warranties of the Borrower and each other Loan Party contained in Article V (except for the representations and warranties VI or any other Loan Document, or which are contained in Sections 5.04(c) and 5.05 hereof) that are qualified by materiality any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) on and as of the date of such Borrowing, 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 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 5.02, the representations and warranties contained in subsections (a) and (b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01. (b) No Default or Event of Default shall exist, or would result from such proposed Borrowing or from the application of the proceeds thereof. (c) The Administrative Agent shall have received a Request for Borrowing 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 Request for Borrowing (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a5.02(a), (b) and (bd) have been satisfied on and as of the date of the applicable Borrowing.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Request for Borrowing (other than from the initial funding on the Closing Date, a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Rate Loans) Borrower is subject to the following conditions precedent: (a) All The representations and warranties of the Borrower contained in Article V VI (except for the representations other than Sections 6.05(c) and warranties 6.06) or any other Loan Document, or which are contained in Sections 5.04(c) and 5.05 hereof) that are qualified by materiality shall be true and correct on and as of the date of such Borrowingany document furnished at any time under or in connection herewith or therewith, 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, exceptBorrowing (other than any representation and warranty that is expressly qualified by materiality, in each casewhich case such representation and warranty shall be true and correct in all respects), except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that for purposes of this Section 5.02, the representations and warranties contained in clauses (a) and (b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01. (b) No Default 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 Request for Borrowing from the Borrower in accordance with the requirements hereof. Each Request for Borrowing (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a5.02(a) and (b) have been satisfied on and as of the date of the applicable Borrowing.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Request for Borrowing (other than the initial funding on the Closing Date, a Committed Loan Notice requesting only a conversion of Committed Loans to the other another Type, or a continuation of Eurodollar Rate Term SOFR Loans) is subject to the following conditions precedent: (a) All The representations and warranties of the Borrower Credit Parties contained in Article V (except for the representations and warranties or any other Loan Document, or which are contained in Sections 5.04(c) and 5.05 hereof) that are qualified by materiality shall any document required to be true and correct on and as of the date of such Borrowingfurnished at any time under or in connection herewith or therewith, 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 (or, in the case of the representations and warranties in Sections 5.16 and 5.22 or any representation and warranty that is qualified by materiality, in all respects) on and as of the date of such BorrowingBorrowing (other than the representations in Section 5.05(c) and Section 5.18, exceptwhich shall be made only as of the Closing Date), in each case, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or, in the case of the representations and warranties in Sections 5.16 and 5.22 or any representation and warranty that is qualified by materiality, in all respects) as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01. (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 Request for Borrowing in accordance with the requirements hereof. Each Request for Borrowing (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Borrowing.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Request for Borrowing (other than the initial funding on the Closing Date, a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent: (a) All The representations and warranties of the Borrower and each other Loan Party contained in Article V (except for the representations and warranties VI or any other Loan Document, or which are contained in Sections 5.04(c) and 5.05 hereof) that are qualified by materiality any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) on and as of the date of such Borrowing, 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 as of such earlier date, and except that for purposes of this Section 5.02, the representations and warranties contained in subsections (a) and (b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 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 Request for Borrowing Loan Notice in accordance with the requirements hereof. Each Request for Borrowing (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a5.02(a) and (b) have been satisfied on and as of the date of the applicable Borrowing.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Request for Borrowing Loan Notice (other than the initial funding on the Closing Dateincluding, without limitation, a Committed Loan Notice requesting only a conversion of Committed Loans to Borrowing on the other Type, or a continuation of Eurodollar Rate LoansFunding Date) is subject to the following conditions precedent: (a) All The representations and warranties of the Borrower and each other Loan Party contained in Article V (except for the representations and warranties VI or any other Loan Document, or which are contained in Sections 5.04(c) and 5.05 hereof) that are qualified by materiality any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) on and as of the date of such Borrowing, 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 as of such earlier date, and except that for purposes of this Section 5.03, the representations and warranties contained in subsections (a) and (b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 7.01. (b) No Default or Event of Default shall exist, or would result from exist after giving effect to such proposed Borrowing or from the application of the proceeds thereof. (c) The Administrative Agent shall have received a Request for Borrowing 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 Request for Borrowing (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a5.03(a), (b), (d) and (be) have been satisfied on and as of the date of the applicable Borrowing.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Request for Borrowing Loan Notice (other than the initial funding on the Closing Date, a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Eurocurrency Rate Loans) is subject to the following conditions precedent: (a) All The representations and warranties of (i) the Borrower Borrowers contained in Article V (except for the representations other than Sections 5.05(c) and warranties 5.06) and (ii) each applicable Designated Borrower contained in each Designated Borrower Request and Assumption Agreement (other than Sections 5.04(c5.05(c) and 5.05 hereof5.06 to the extent incorporated by reference therein) 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, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01. (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 Request for Borrowing Loan Notice in accordance with the requirements hereof. Each Request for Borrowing . (other than d) If the applicable Borrower is a Committed Loan Notice requesting only a conversion Designated Borrower, then the conditions of Committed Loans Section 2.14 to the other Type or designation of such Borrower as a continuation of Eurodollar Rate Loans) submitted by the Designated Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Borrowingmet.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Request for Borrowing Loan Notice (other than the initial funding on the Closing Date, a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Eurocurrency Rate Loans) is subject to the following conditions precedent: (a) All The representations and warranties of the Borrower each Loan Party contained in Article V (except for excluding the representations and warranties contained in Sections 5.04(c5.05(e) and 5.05 hereof5.06, which shall be made only on the Closing Date) that or any other Loan Document, or which are qualified by materiality contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all respects (or true and correct in all material respects if such representation or warranty is not qualified by materiality or Material Adverse Effect) on and as of the date of such Borrowing, and all representations and warranties of the Borrower contained in Article V (except for the representations and warranties contained in Sections 5.04(c) and 5.05 hereof) that are not qualified by materiality shall be true and correct in all material respects on and as of the date of such Borrowing, except, in each case, to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all respects (or true and correct in all material respects if such representation or warranty is not qualified by materiality or Material Adverse Effect) as of such earlier date, except that for purposes of this Section 4.02, the representations and warranties contained in subsections (a), (b), (c) and (d) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a), (b), (c) and (d), respectively, of Section 6.01. (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 Request for Borrowing in accordance with the requirements hereof. Each Request for Borrowing (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Borrowing.

CONDITIONS TO ALL BORROWINGS. The obligation of each the Lender to honor any Request for Borrowing Loan Notice (other than the initial funding on the Closing Date, a Committed Loan Notice requesting only a the conversion of Committed Loans from one Type to another or the other Type, or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent: (a) All The representations and warranties of the Borrower contained in Article V (except for the representations and warranties or any other Loan Document, or which are contained in Sections 5.04(c) and 5.05 hereof) that are qualified any document furnished by materiality the Borrower to the Lender under or in connection with this Agreement, shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) 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 as of such earlier date, and except that for purposes of this Section 4.02(a) the representations and warranties contained in Section 5.06(b) shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01. (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 Request for Borrowing Loan Notice in accordance with the requirements hereof. Each Request for Borrowing Loan Notice (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Borrowing.and

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Request for Borrowing (other than the initial funding on the Closing Date, a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent: (a) All The representations and warranties of the Borrower Credit Parties contained in Article V (except for the representations and warranties or any other Loan Document, or which are contained in Sections 5.04(c) and 5.05 hereof) that are qualified by materiality shall any document required to be true and correct on and as of the date of such Borrowingfurnished at any time under or in connection herewith or therewith, 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 (or, in the case of the representations and warranties in Sections 5.16 and 5.22 or any representation and warranty that is qualified by materiality, in all respects) on and as of the date of such BorrowingBorrowing (other than the representations in Section 5.05(c) and Section 5.18, exceptwhich shall be made only as of the Closing Date), in each case, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or, in the case of the representations and warranties in Sections 5.16 and 5.22 or any representation and warranty that is qualified by materiality, in all respects) as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01. (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 Request for Borrowing in accordance with the requirements hereof. Each Request for Borrowing (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Borrowing.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Request for Borrowing (other than from the initial funding Borrower, whether on the Closing Effective Date or after the Effective Date, a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent: (a) All The representations and warranties of the Borrower contained in Article V VI (except for the representations other than in Section 6.05(c) and warranties Section 6.06) or any other Loan Document, or which are contained in Sections 5.04(c) and 5.05 hereof) that are qualified by materiality any document furnished at any time under or in connection herewith or therewith, shall be true and correct on correct, in all material respects, on, and as of of, the date of such Borrowing, Borrowing (other than any representation 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) warranty that are not is expressly qualified by materiality materiality, in which case, such representation and warranty shall be true and correct in all material respects on and as of the date of such Borrowingrespects), except, in each case, except to the extent that such representations and warranties specifically refer to an earlier date, in which case case, they shall be true and correct, in all material respects (other than any representation and warranty that is expressly qualified by materiality, in which case, such representation and warranty shall be true and correct in all respects), as of such earlier datedate (and except that, for purposes of this Section 5.02, the representations and warranties contained in Section 6.05(a) and Section 6.05(b) shall be deemed to refer to the most recent statements furnished pursuant to Section 7.01(a) and Section 7.01(b), respectively). (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 Request for Borrowing from the Borrower in accordance with the requirements hereof. Each Request for Borrowing (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(aeach of Section 5.02(a) and (bSection 5.02(b) have been satisfied on on, and as of of, the date of the applicable Borrowing.. 147741845_5

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Request request for a Borrowing (other than the initial funding on the Closing Date, Date and other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent: (a) All the representations and warranties of the Borrower and each other Loan Party contained in Article V (except for the representations and warranties contained in Sections 5.04(c) and 5.05 hereof) that are qualified by materiality or any other Loan Document shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) on and as of the date of such Borrowing, and all representations and warranties of the Borrower contained in Article V (except for the representations and warranties contained in Sections 5.04(c) and 5.05 hereof) that are not qualified by materiality shall be true and correct in all material respects on and as of the date of such Borrowing, except, in each case, to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) as of such earlier date., and except that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b), 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 Request 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 request for a Borrowing (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Borrowing.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Request for Borrowing (other than the initial funding on the Closing Date, a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent: (a) All The representations and warranties of the Borrower and each other Loan Party contained in Article V (except for the representations and warranties VI or any other Loan Document, or which are contained in Sections 5.04(c) and 5.05 hereof) that are qualified by materiality any document furnished at any time under or in connection herewith or therewith, shall be true and correct 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 as of such earlier date, and except that for purposes of this Section 5.03, the representations and warranties contained in subsections (a) and (b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01. (b) No Default or Event of Default shall exist, or would result from such proposed Borrowing or from the application of the proceeds thereof. (c) With respect to any Loan Notice requesting a Borrowing of Term B Loans, the requested Borrowing shall occur during the Availability Period. (d) The Administrative Agent shall have received a Request for Borrowing Loan Notice in accordance with the requirements hereof. (e) The requested Borrowing shall not occur during any Standstill Period. Each Request for Borrowing (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a5.03(a), (b), (c) and (be) have been satisfied on and as of the date of the applicable Borrowing.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Request for Borrowing (other than the initial funding on the Closing Date, a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Eurocurrency Rate Loans) is subject to the following conditions precedent: (a) All The representations and warranties of the Borrower Credit Parties contained in Article V (except for the representations and warranties or any other Loan Document, or which are contained in Sections 5.04(c) and 5.05 hereof) that are qualified by materiality shall any document required to be true and correct on and as of the date of such Borrowingfurnished at any time under or in connection herewith or therewith, 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 (or, in the case of the representations and warranties in Section 5.22 or any representation and warranty that is qualified by materiality, in all respects) on and as of the date of such BorrowingBorrowing (other than the representations in Section 5.05(c) and Section 5.18, exceptwhich shall be made only as of the Closing Date), in each case, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or, in the case of the representations and warranties in Section 5.22 or any representation and warranty that is qualified by materiality, in all respects) as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01. (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 Request for Borrowing in accordance with the requirements hereof. Each Request for Borrowing (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Borrowing.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Request for Borrowing Committed Loan Notice (other than the initial funding on the Closing Date, a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent: (a) All The representations and warranties of the Borrower Borrowers and each other Loan Party contained in Article V (except for the representations and warranties or any other Loan Document, or which are contained in Sections 5.04(c) and 5.05 hereof) that are qualified by materiality any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (or in all respects in the case of a representation or warranty containing a materiality qualifier) 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 as of such earlier datedate (unless such representation and warranty is subject to a materiality or Material Adverse Effect qualifier in which case it will be true and correct in all respects) on and as of the date of such Borrowing, it being understood and agreed that any violation of any covenant contained in Section 7.08 shall be deemed material such that any representation with respect to compliance therewith shall be deemed material in any event, and except that for purposes of this Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01. (b) No Default or Event of Default shall exist, exist and be continuing either prior to or would result from after giving effect to such proposed Borrowing or from the application of the proceeds thereof. (c) The Administrative Agent shall have received a Request for Borrowing in accordance with the requirements hereof. Each Request for Borrowing (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Borrowing.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Request for Borrowing (other than the initial funding on the Closing Date, a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent: (a) All The representations and warranties of the Borrower and each other Loan Party contained in Article V (except for the representations and warranties or any other Loan Document, or which are contained in Sections 5.04(c) and 5.05 hereof) that are qualified by materiality any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (unless qualified as to materiality, in which case, such representations and warranties are true and correct) 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 so true and correct as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01. (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 Request for Borrowing Loan Notice in accordance with the requirements hereof. Each Request for Borrowing (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Borrowing.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Request for Borrowing Loan Notice (other than the initial funding on the Closing Date, a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent: (a) All The representations and warranties of the Borrower and each other Loan Party contained in Article V (except for the representations and warranties VI or any other Loan Document, or which are contained in Sections 5.04(c) and 5.05 hereof) that are qualified by materiality shall be true and correct on and as of the date of such Borrowingany document furnished at any time under or in connection herewith or therewith, 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, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date., and except that for purposes of this Section 5.02, the representations and warranties contained in subsections (a) and (b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01. D-2216575_11.doc 38 (b) No Default 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 Request for Borrowing Loan Notice in accordance with the requirements hereof. Each Request for Borrowing Loan Notice (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate LoansType) 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 (b) have been satisfied on and as of the date of the applicable Borrowing.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Request for Borrowing (other than the initial funding on the Closing Date, a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent: (a) All The representations and warranties of the Borrower and each other Loan Party contained in Article V (except for the representations and warranties contained in Sections 5.04(c) and 5.05 hereof) that are qualified by materiality VI or any other Loan Document, shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) on and as of the date of such Borrowing, and all representations and warranties of the Borrower contained in Article V (except for the representations and warranties contained in Sections 5.04(c) and 5.05 hereof) that are not qualified by materiality shall be true and correct in all material respects on and as of the date of such Borrowing, except, in each case, to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) as of such earlier date, and except that for purposes of this Section 5.02, the representations and warranties contained in clauses (a) and (b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01. (b) No Default or Event of Default shall exist, exist or would result from such proposed Borrowing or from the application of the proceeds thereof. (c) The Administrative Agent shall have received a Request for Borrowing Loan Notice in accordance with the requirements hereof. Each Request for Borrowing (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a5.02(a) and (b) have been satisfied on and as of the date of the applicable Borrowing.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Request for Borrowing a Loan Notice (other than the initial funding on the Closing Date, a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Rate SOFR Loans) ), is subject to the following conditions precedent: (a) All The representations and warranties of the Borrower Borrowers contained in Article V (except for the representations and warranties contained in Sections 5.04(c) and 5.05 hereof) that are qualified by materiality or any other Loan Document shall be true and correct in all material respects (except that those representations and warranties which are qualified by materiality or Material Adverse Effect 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 that those representations and warranties which are qualified by 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 clauses (i), (ii), (v) and (vi) respectively, of Section 6.01; provided that after the Effective Date the representations and warranties set forth in Section 5.05(b) or Section 5.06 shall not be required to be true or correct as a condition precedent to any Borrowing. (b) No Default or Event of Default shall then exist, or would result from such proposed Borrowing or from the application of the proceeds thereof. (c) The Administrative Agent shall have received a Request for Borrowing Loan Notice in accordance with the requirements hereof. Each Request for Borrowing Loan Notice (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate SOFR Loans) submitted by the a Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Borrowing.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Request for Borrowing Loan Notice (other than the initial funding on the Closing Date, a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent: (a) All The representations and warranties of the Borrower Loan Parties contained in Article V (except for the representations and warranties or any other Loan Document, or which are contained in Sections 5.04(c) and 5.05 hereof) that are qualified by materiality shall be true and correct on and as of the date of such Borrowingany document furnished at any time under this Agreement, 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, exceptexcept 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, in each case, 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 as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01. (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 Request for Borrowing Loan Notice in accordance with the requirements hereof. Each Request for Borrowing Loan Notice (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a), (b) and (bc) have been satisfied on and as of the date of the applicable Borrowing.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Request for Notice of Borrowing or Notice of Continuation/Conversion (other than the initial funding on the Closing Date, a Committed Loan Notice of Continuation/Conversion requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Rate Loans) or to make the advance of the Term Loan is subject to the following conditions precedent: (a) All The representations and warranties of the Borrower contained in Article V (except for the representations and warranties or any other Loan Document, or which are contained in Sections 5.04(c) and 5.05 hereof) that are qualified by materiality shall be true and correct on and as of the date of such Borrowingany document furnished at any time under or in connection herewith or therewith, 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, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and except that for purposes of this Section 4.03, the representations and warranties contained in Sections 5.05(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b), 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 Request for Notice of Borrowing or Notice of Continuation/Conversion in accordance with the requirements hereof. Each Request for Notice of Borrowing or Notice of Continuation/Conversion (other than a Committed Loan Notice of Continuation/Conversion requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a4.03(a) and (b) have been satisfied on and as of the date of the applicable Borrowing.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Request for Borrowing Loan Notice (other than the initial funding on the Closing Date, a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Rate Loans) is subject to the Closing Date having occurred and the following conditions precedent: (a) All The representations and warranties of the Borrower contained in Article V (except for the or any representations and warranties of the Borrower in any other Loan Document, or which are contained in Sections 5.04(c) and 5.05 hereof) that are qualified by materiality any document furnished at any time under or in connection herewith or therewith, shall be true and correct correct, in all material respects (provided that such materiality qualifier shall not apply to the extent that any such representation or warranty is already qualified or modified by materiality in the text thereof), on and as of the date of such BorrowingBorrowing (or, 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 purposes of Section 4.01(vi), as of the date of such BorrowingEffective Date), except, in each case, 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 (provided that such materiality qualifier shall not apply to the extent that any such representation or warranty is already qualified or modified by materiality in the text thereof) as of such earlier date, and except that for purposes of this Section 4.03, (i) the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (ii) the representations and warranties in subsection (c) of Section 5.05 and subsection (b) of Section 5.06, need only be true and correct on and as of the Effective Date. (b) No Default 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 Request for Borrowing Loan Notice in accordance with the requirements hereof. Each Request for Borrowing Loan Notice (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate Loans) 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 (b) have been satisfied on and as of the date of the applicable Borrowing. Without limiting the generality of the provisions of Section 9.04, for purposes of determining compliance with the conditions specified in Article IV, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Effective Date, or Closing Date (as applicable pursuant to this Article IV), specifying its objection thereto.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Request for Borrowing (other than the initial funding on the Closing Date, a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Eurocurrency Rate Loans) is subject to the following conditions precedent: (a) All The representations and warranties of the Borrower and each other Loan Party contained in Article V or any other Loan Document (except for provided that in the case of any initial Borrowings on the Closing Date, the representations and warranties contained in Sections 5.04(cSection 5.01(a), Section 5.01(b)(ii), Section 5.02(a), Section 5.12, Section 5.15 and Section 5.16 are the only representations being made on the Closing Date) and 5.05 hereof) that are qualified by materiality shall be true and correct 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, ; 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 as of such earlier date; provided further that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such 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 Request for Borrowing in accordance with the requirements hereof[Reserved.] (d) [Reserved]. Each Request for Borrowing (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar 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 (b) have been satisfied on and as of the date of the applicable Borrowing.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Request for Borrowing (other than the initial funding from any Borrower, whether on the Closing Effective Date or after the Effective Date, a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent: (a1) All The representations and warranties of the such Borrower contained in Article V VI (except for the representations other than in Section 6.05(c) and warranties Section 6.06) or any other Loan Document, or which are contained in Sections 5.04(c) and 5.05 hereof) that are qualified by materiality any document furnished at any time under or in connection herewith or therewith, shall be true and correct on correct, in all material respects, on, and as of of, the date of such Borrowing, Borrowing (other than any representation 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) warranty that are not is expressly qualified by materiality materiality, in which case, such representation and warranty shall be true and correct in all material respects on and as of the date of such Borrowingrespects), except, in each case, except to the extent that such representations and warranties specifically refer to an earlier date, in which case case, they shall be true and correct, in all material respects (other than any representation and warranty that is expressly qualified by materiality, in which case, such representation and warranty shall be true and correct in all respects), as of such earlier datedate (and except that, for purposes of this Section 5.02, the representations and warranties contained in Section 6.05(a) and Section 6.05(b) shall be deemed to refer to the most recent statements furnished pursuant to Section 7.01(a) and Section 7.01(b), respectively). (b2) No Default or Event of Default with respect to such Borrower shall exist, or would result from such proposed Borrowing or from the application of the proceeds thereof. (c3) The Administrative Agent and, if applicable, the Swing Line Lender shall have received a Request for Borrowing from such Borrower in accordance with the requirements hereof. Each Request for Borrowing (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the 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 (bSection 5.02(b) have been satisfied on on, and as of of, the date of the applicable Borrowing.