Common use of CONDITIONS TO ALL BORROWINGS Clause in Contracts

CONDITIONS TO ALL BORROWINGS. The obligation of each Bank to make a Syndicated Loan or Money Market Loan, as the case may be, on the occasion of each Borrowing is subject to the satisfaction of the following conditions except as expressly provided in the last sentence of this Section 3.02: (a) receipt by the Administrative Agent of a Notice of Borrowing or notification pursuant to Section 2.03(e) of acceptance of one or more Money Market Quotes, as applicable. (b) the fact that, immediately before and after such Borrowing, no Default shall have occurred and be continuing; (c) the fact that the representations and warranties of the Borrowers contained in Article IV of this Agreement shall be true on and as of the date of such Borrowing; and (d) the fact that, immediately after such Borrowing, the conditions set forth in clauses (i) and (ii) of Section 2.01 shall have been satisfied. Each Syndicated Borrowing and each Money Market Borrowing hereunder shall be deemed to be a representation and warranty by the Borrowers on the date of such Borrowing as to the truth and accuracy of the facts specified in paragraphs (b), (c) and (d) of this Section; provided that if such Borrowing is a Syndicated Borrowing which consists solely of a Refunding Loan, such Borrowing shall not be deemed to be such a representation and warranty to the effect set forth in Section 4.04(b) as to any event, act or condition having a Material Adverse Effect which has theretofore been disclosed in writing by the Borrowers to the Banks.

CONDITIONS TO ALL BORROWINGS. The obligation of each Bank to make a Syndicated Loan or Money Market Loan, as the case may be, on the occasion of each Syndicated Borrowing (including any Syndicated Borrowing made on the Closing Date), other than a Borrowing which consists solely of a Refunding Loan, is subject to the satisfaction of the following conditions except as expressly provided in the last sentence of this Section 3.02conditions: (a) receipt by the Administrative Agent of a Notice of Borrowing or notification pursuant to Section 2.03(e) of acceptance of one or more Money Market Quotes, as applicable.Borrowing; (b) the fact that, immediately before and after giving effect to such Borrowing, no Default or Event of Default shall have occurred and be continuing; (c) the fact that the representations and warranties of the Borrowers Borrower contained in Article IV IV-A of this Agreement shall be true in all material respects on and as of the date of such Borrowing; andBorrowing (other than (i) any representation or warranty that relates solely to an earlier date, in which case such representation or warranty shall be true in all material respects as of such earlier date and (ii) the representations and warranties found in Sections 4.04(b) and 4.05); (d) the fact that, immediately after such Borrowing, the conditions set forth aggregate outstanding principal amount of the Syndicated Loans of each Bank will not exceed the amount of its Commitment; and (e) the fact that, immediately after such Borrowing, the aggregate outstanding principal amount of the Syndicated Loans will not exceed the Total Revolving Credit Commitment as in clauses (i) and (ii) of Section 2.01 shall have been satisfiedeffect on such date. Each Syndicated Borrowing and each Money Market Borrowing hereunder shall be deemed to be a representation and warranty by the Borrowers Borrower on the date of such Borrowing as to the truth and accuracy of the facts specified in paragraphs (b), (c) ), (d), and (de) of this Section; provided that if such Borrowing is Section (except to the extent they relate to a Syndicated Borrowing which consists solely of a Refunding Loanparticular date only, such each Borrowing shall not be deemed to be such a representation and warranty to the effect set forth in Section 4.04(b) as to any event, act or condition having a Material Adverse Effect which has theretofore been disclosed in writing by the Borrowers to the Bankstheir truth and accuracy only as of such date).

CONDITIONS TO ALL BORROWINGS. The Except as expressly provided in Section 3.05(iii) as to Tender Advances, the obligation of each Bank to make a Syndicated Loan or Money Market Loan, as the case may be, on the occasion of each Borrowing is subject to the satisfaction of the following conditions except as expressly provided in the last sentence of this Section 3.024.02: (a) receipt by the Administrative Agent of a Notice of Borrowing or notification pursuant to Section 2.03(e) of acceptance of one or more Money Market Quotes, as applicableBorrowing. (b) the fact that, immediately before and after such Borrowing, no Default shall have occurred and be continuing; (c) the fact that the representations and warranties of the Borrowers Borrower contained in Article IV V of this Agreement shall be true on and as of the date of such Borrowing; and (d) the fact that, immediately after such Borrowing, the conditions set forth in clauses (i) and (ii) of Section 2.01 shall have been satisfied. Each Syndicated Borrowing and each Money Market Borrowing hereunder hereunder, other than a Tender Advance, shall be deemed to be a representation and warranty by the Borrowers Borrower on the date of such Borrowing as to the truth and accuracy of the facts specified in paragraphs (b), (c) and (d) of this Section; provided that if such Borrowing is a Syndicated Borrowing which consists solely of a Refunding Loan, such Borrowing shall not be deemed to be such a representation and warranty to the effect set forth in Section 4.04(b5.04(b) as to any event, act or condition having a Material Adverse Effect which has theretofore been disclosed in writing by the Borrowers Borrower to the Banks. In no event will the failure of any condition set forth herein excuse or otherwise affect each Bank's obligation to purchase participations under the Letters of Credit as set forth in Section 3.04.

CONDITIONS TO ALL BORROWINGS. The obligation of each Bank to make a Syndicated Loan or Money Market Loan, as the case may be, of Wachovia to make a Swing Loan on the occasion of each Borrowing (other than a Borrowing which consists solely of a Refunding Loan) is subject to the satisfaction of the following conditions conditions, except as expressly provided in the last sentence of this Section 3.02: (a) receipt by the Administrative Agent of a Notice of Borrowing Borrowing, acceptance of a Transaction Rate Quote or notification pursuant to Section 2.03(e) of acceptance of one or more Money Market Quotes, as applicable.; (b) the fact that, immediately before and after such Borrowing, no Default shall have occurred and be continuing; (c) the fact that the representations and warranties of the Borrowers Borrower contained in Article IV of this Agreement shall be true on and as of the date of such Borrowing; and (d) the fact that, immediately after such Borrowing, the conditions set forth in clauses (i) and (ii) of Section 2.01 shall have been satisfied. Each Syndicated Borrowing (Syndicated, Swing and each Money Market Market) hereunder (other than a Borrowing hereunder which consists solely of a Refunding Loan) shall be deemed to be a representation and warranty by the Borrowers Borrower on the date of such Borrowing as to the truth and accuracy of the facts specified in paragraphs (b), (c) and (d) of this Section; provided that if such Borrowing is a Syndicated Borrowing which consists solely of a Refunding Loan, such Borrowing shall not be deemed to be such a representation and warranty except to the effect set forth in extent otherwise disclosed pursuant to Section 4.04(b5.01(c) as to any event, act or condition having a Material Adverse Effect which has theretofore been disclosed in writing by the Borrowers to the Banks(d).

CONDITIONS TO ALL BORROWINGS. The obligation of each Bank CKE to make a Syndicated Revolving Participated Loan or Money Market Loan, as the case may be, on the occasion of each Borrowing is subject to the satisfaction of the following conditions except as expressly provided in the last sentence of this Section 3.02conditions: (a) receipt by the Administrative Agent of a Notice of Borrowing or notification pursuant to Section 2.03(e) of acceptance of one or more Money Market Quotes, as applicable.Borrowing; (b) the fact that, immediately before and after such Borrowing, no Default shall have occurred and be continuing; (c) the fact that the representations and warranties of the Borrowers Borrower contained in Article IV of this Agreement shall be true on and as of the date of such Borrowing; and (d) the fact that, immediately after such Borrowing, the conditions set forth in clauses (i) and (ii) aggregate outstanding principal amount of Section 2.01 shall have been satisfiedthe Revolving Participated Loans will not exceed the amount of the Commitment. Each Syndicated Borrowing and each Money Market Borrowing hereunder shall be deemed to be a representation and warranty by the Borrowers Borrower on the date of such Borrowing as to the truth and accuracy of the facts specified in paragraphs (b), (c) and (d) of this Section; provided that if such Borrowing is a Syndicated Borrowing which consists solely of a Refunding Loan, such Borrowing shall not be deemed to be such a representation and warranty to the effect set forth in Section 4.04(b) as to any event, act or condition having a Material Adverse Effect which has theretofore been disclosed in writing by the Borrowers Borrower to the BanksLenders if the aggregate outstanding principal amount of the Loans immediately after such Borrowing will not exceed the aggregate outstanding principal amount thereof immediately before such Borrowing.

CONDITIONS TO ALL BORROWINGS. The Subject to Section 1.07, the obligation of each Bank Lender to make honor any Loan Notice (other than a Syndicated Loan Notice requesting only a conversion of Loans to another Type, or Money Market Loan, as the case may be, on the occasion a continuation of each Borrowing Term SOFR Loans) is subject to the satisfaction of the following conditions except as expressly provided in the last sentence of this Section 3.02precedent: (a) receipt by the Administrative Agent of a Notice of Borrowing or notification pursuant to Section 2.03(e) of acceptance of one or more Money Market Quotes, as applicable. (b) the fact that, immediately before and after such Borrowing, no Default shall have occurred and be continuing; (c) the fact that the The representations and warranties of the Borrowers Company contained in Article IV V or any representations and warranties of this Agreement the Company in any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (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 Borrowing; andBorrowing (or, for the purposes of Section 4.01(a)(vi), as of the Closing Date), except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (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, for the purposes of Section 4.01(a)(vi), from the occurrence of the Closing Date). (c) The Administrative Agent shall have received a Loan Notice in accordance with the requirements hereof. (d) the fact that, immediately after such Borrowing, the conditions set forth in clauses (i) and (ii) of Section 2.01 The Administrative Agent shall have received customary evidence that the 364-Day Term Loan has been satisfiedterminated, or substantially concurrently with the proposed Borrowing shall be, terminated. Each Syndicated Borrowing and each Money Market Borrowing hereunder Loan Notice (other than a Loan Notice requesting only a conversion of Loans to another Type or a continuation of Term SOFR Loans) submitted by the Company shall be deemed to be a representation and warranty by that the Borrowers conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Borrowing or as of such Borrowing earlier date, as to the truth and accuracy of the facts specified in paragraphs (b), (c) and (d) of this Section; provided that if such Borrowing is a Syndicated Borrowing which consists solely of a Refunding Loan, such Borrowing shall not be deemed to be such a representation and warranty to the effect set forth in Section 4.04(b) as to any event, act or condition having a Material Adverse Effect which has theretofore been disclosed in writing by the Borrowers to the Banksapplicable.

CONDITIONS TO ALL BORROWINGS. The obligation of each Bank to make a Syndicated Loan or Money Market Loan, as the case may be, on the occasion of each Borrowing is subject to the satisfaction of the following conditions except as expressly provided in the last sentence of this Section 3.02conditions: (a) either (i) receipt by the Administrative Agent of a Notice of Borrowing as required by Section 2.02 (if such Borrowing is a Syndicated Borrowing), or notification pursuant to (ii) compliance with the provisions of Section 2.03(e) of acceptance of one or more 2.03 (if such Borrowing is a Money Market Quotes, as applicable.Borrowing); (b) the fact that, immediately before and after such Borrowing, no Default shall have occurred and be continuing; (c) except in the case of Borrowings consisting solely of Refunding Loans, the fact that the representations and warranties of the Borrowers Parent contained in Article IV of this Agreement shall be true on and as of the date of such Borrowing; and (d) the fact that, immediately after such Borrowing, the conditions set forth in clauses Borrowing (i) the aggregate outstanding principal amount of the Syndicated Loans of each Bank will not exceed the amount of its Commitment and (ii) the aggregate outstanding principal amount of Section 2.01 shall have been satisfiedthe Loans will not exceed the aggregate amount of the Commitments of all of the Banks as of such date. Each Syndicated Borrowing and each Money Market hereunder, other than a Borrowing hereunder which consists solely of Refunding Loans, shall be deemed to be a representation and warranty by the Borrowers relevant Borrower on the date of such Borrowing as to the truth and accuracy of the facts specified in paragraphs clauses (b), (c) and (d) of this Section; provided that if such Borrowing is a Syndicated Borrowing which consists solely of a Refunding Loan, such Borrowing shall not be deemed to be such a representation and warranty except to the effect set forth in Section 4.04(b) as extent they relate to any event, act or condition having a Material Adverse Effect which has theretofore been disclosed in writing by the Borrowers to the Banksparticular date only.

CONDITIONS TO ALL BORROWINGS. The obligation of each Bank to make a Syndicated Loan or Money Market Loan, as the case may be, on the occasion of each Borrowing is subject to the satisfaction of the following conditions except as expressly provided in the last sentence of this Section 3.024.02: (a) receipt by the Administrative Agent of a Notice of Borrowing or notification pursuant to Section 2.03(e2.02A(e) of acceptance of one or more Money Market Quotes, as applicable. (b) the fact that, immediately before and after such BorrowingBorrowing or issuance of a Letter of Credit, no Default shall have occurred and be continuing; (c) the fact that the representations and warranties of the Borrowers Borrower contained in Article IV V of this Agreement shall be true on and as of the date of such Borrowing; and (d) the fact that, immediately after such BorrowingBorrowing or issuance of a Letter of Credit, the conditions set forth in clauses (i) and (ii) of Section 2.01 shall have been satisfied. Each Syndicated Borrowing and each Money Market Borrowing hereunder shall be deemed to be a representation and warranty by the Borrowers Borrower on the date of such Borrowing as to the truth and accuracy of the facts specified in paragraphs (b), (c) and (d) of this Section; provided that if such Borrowing is a Syndicated Borrowing which consists solely of a Refunding Loan, such Borrowing shall not be deemed to be such a representation and warranty to the effect set forth in Section 4.04(b5.04(b) as to any event, act or condition having a Material Adverse Effect which has theretofore been disclosed in writing by the Borrowers Borrower to the Banks.

CONDITIONS TO ALL BORROWINGS. The obligation of each ---------------------------- Bank to make a Syndicated Loan or Money Market Loan, as the case may be, on the occasion of each Borrowing is subject to the satisfaction of the following conditions except as expressly provided in the last sentence of this Section 3.02: (a) receipt by the Administrative Agent of a Notice of Borrowing or notification pursuant to Section 2.03(e) of acceptance of one or more Money Market Quotes, as applicableBorrowing. (b) the fact that, immediately before and after such Borrowing, no Default shall have occurred and be continuing; (c) the fact that the representations and warranties of the Borrowers Borrower and each Guarantor contained in Article IV of this Agreement shall be true on and as of the date of such Borrowing; and (d) the fact that, immediately after such Borrowing, the conditions set forth in clauses (i) and (ii) of Section 2.01 shall have been satisfied. Each Syndicated Borrowing and each Money Market Borrowing hereunder shall be deemed to be a representation and warranty by the Borrowers Borrower on the date of such Borrowing as to the truth and accuracy of the facts specified in paragraphs (b), (c) and (d) of this Section; provided that if ------------- such Borrowing is a Syndicated Borrowing which consists solely of a Refunding Loan, such Borrowing shall not be deemed to be such a representation and warranty to the effect set forth in Section 4.04(b) as to any event, act or condition having a Material Adverse Effect which has theretofore been disclosed in writing by the Borrowers Borrower to the Banks.

CONDITIONS TO ALL BORROWINGS. The obligation of each Bank Lender to make a Syndicated Loan or Money Market Loan, as the case may be, on the occasion of each Borrowing or of Wachovia to make a Swing Loan is subject to the satisfaction of the following conditions except as expressly provided in the last sentence of this Section 3.02conditions: (a) receipt by the Administrative Agent of a Notice of Borrowing or notification pursuant to Section 2.03(e) of acceptance of one or more Money Market Quotes, as applicable.Borrowing; (b) the fact that, immediately before and after such Borrowing, no Default shall have occurred and be continuing; (c) the fact that the representations and warranties of the Borrowers Borrower contained in Article IV of this Agreement shall be true on and as of the date of such BorrowingBorrowing (except to the extent any such representation or warranty is expressly made as of a prior date); and (d) the fact that, immediately after such Borrowing, the conditions set forth in clauses (i) and (ii) of Section 2.01 2.01(a) shall have been satisfied. Each Syndicated Borrowing and each Money Market Borrowing Notice of Continuation or Conversion hereunder shall be deemed to be a representation and warranty by the Borrowers Borrower on the date of such Borrowing Borrowing, continuation or conversion (as the case may be) as to the truth and accuracy of the facts specified in paragraphs (b), (c) and (d) of this Section; provided provided, that (i) if such Borrowing Notice of Continuation or Conversion is to a Syndicated Borrowing which consists solely of a Refunding Fixed Rate Loan, such Borrowing Notice of Continuation or Conversion shall not be deemed to be such a representation and warranty by the Borrower only as to the effect matters set forth in Section 4.04(bparagraphs (b) and (d) above, and (ii) if such Notice of Continuation or Conversion is to a Base Rate Loan, such Notice of Continuation or Conversion shall be deemed to be a representation and warranty by the Borrower only as to any event, act or condition having a Material Adverse Effect which has theretofore been disclosed the matters set forth in writing by the Borrowers to the Banksparagraph (d) above.

CONDITIONS TO ALL BORROWINGS. The obligation of each Bank to make a Syndicated Loan or Money Market Loan, as the case may be, on the occasion of each Borrowing is subject to the satisfaction of the following conditions except as expressly provided in the last sentence of this Section 3.02:: 45 (a) receipt by the Administrative Agent of a Notice of Borrowing or notification pursuant to Section 2.03(e) of acceptance of one or more Money Market Quotes, as applicable. (b) the fact that, immediately before and after such Borrowing, no Default shall have occurred and be continuing; (c) the fact that the representations and warranties of the Borrowers Borrower contained in Article IV of this Agreement shall be true on and as of the date of such Borrowing; and (d) the fact that, immediately after such Borrowing, the conditions set forth in clauses (i) and (ii) of Section 2.01 shall have been satisfied. Each Syndicated Borrowing and each Money Market Borrowing hereunder shall be deemed to be a representation and warranty by the Borrowers Borrower on the date of such Borrowing as to the truth and accuracy of the facts specified in paragraphs (b), (c) and (d) of this Section; provided that if such Borrowing is a Syndicated Borrowing which consists solely of a Refunding Loan, such Borrowing shall not be deemed to be such a representation and warranty to the effect set forth in Section 4.04(b) as to any event, act or condition having a Material Adverse Effect which has theretofore been disclosed in writing by the Borrowers Borrower to the Banks.

CONDITIONS TO ALL BORROWINGS. The obligation of each Bank to make a Syndicated Loan or Money Market Loan, as the case may be, on the occasion of each Borrowing is subject to the satisfaction of the following conditions except as expressly provided in the last sentence of this Section 3.02: (a) receipt by the Administrative Agent of a Notice of Borrowing or notification pursuant to Section 2.03(e) of acceptance of one or more Money Market Quotes, as applicableBorrowing. (b) the fact that, immediately before and after such Borrowing, no Default shall have occurred and be continuing; (c) the fact that the representations and warranties of the Borrowers Borrower and each Guarantor contained in Article IV of this Agreement shall be true on and as of the date of such Borrowing; and (d) the fact that, immediately after such Borrowing, the conditions set forth in clauses (i) and (ii) of Section 2.01 shall have been satisfied. Each Syndicated Borrowing and each Money Market Borrowing hereunder shall be deemed to be a representation and warranty by the Borrowers Borrower on the date of such Borrowing as to the truth and accuracy of the facts specified in paragraphs (b), (c) and (d) of this Section; provided that if such Borrowing is a Syndicated Borrowing which consists solely of a Refunding Loan, such Borrowing shall not be deemed to be such a representation and warranty to the effect set forth in Section 4.04(b) as to any event, act or condition having a Material Adverse Effect which has theretofore been disclosed in writing by the Borrowers Borrower to the Banks.

CONDITIONS TO ALL BORROWINGS. The obligation of each ---------------------------- Bank to make a Syndicated Loan or Money Market Loan, as the case may be, on the occasion of each Borrowing is subject to the satisfaction of the following conditions except as expressly provided in the last sentence of this Section 3.02: (a) receipt by the Administrative Agent of a Notice of Borrowing or notification pursuant to Section 2.03(e) of acceptance of one or more Money Market Quotes, as applicable. (b) the fact that, immediately before and after such Borrowing, no Default shall have occurred and be continuing; (c) the fact that the representations and warranties of the Borrowers Borrower and each Guarantor contained in Article IV of this Agreement shall be true on and as of the date of such Borrowing; and (d) the fact that, immediately after such Borrowing, the conditions set forth in clauses (i) and (ii) of Section 2.01 shall have been satisfied. Each Syndicated Borrowing and each Money Market Borrowing hereunder shall be deemed to be a representation and warranty by the Borrowers Borrower on the date of such Borrowing as to the truth and accuracy of the facts specified in paragraphs (b), (c) and (d) of this Section; provided that if -------- such Borrowing is a Syndicated Borrowing which consists solely of a Refunding Loan, such Borrowing shall not be deemed to be such a representation and warranty to the effect set forth in Section 4.04(b) as to any event, act or condition having a Material Adverse Effect which has theretofore been disclosed in writing by the Borrowers Borrower to the Banks.

CONDITIONS TO ALL BORROWINGS. The obligation of each Bank to make a Syndicated Loan or Money Market Loan, as the case may be, of Wachovia to make a Swing Loan on the occasion of each Borrowing (other than a Borrowing which consists solely of a Refunding Loan) is subject to the satisfaction of the following conditions conditions, except as expressly provided in the last sentence of this Section 3.02: (a) receipt by the Administrative Agent of a Notice of Borrowing Borrowing, acceptance of a Transaction Rate Quote or notification pursuant to Section 2.03(e) of acceptance of one or more Money Market Quotes, as applicable.; (b) the fact that, immediately before and after such Borrowing, no Default shall have occurred and be continuing; (c) the fact that the representations and warranties of the Borrowers Borrower contained in Article IV of this Agreement shall be true on and as of the date of such Borrowing; and (d) the fact that, immediately after such Borrowing, the conditions set forth in clauses (i) and (ii) of Section 2.01 shall have been satisfied. Each Syndicated Borrowing (Syndicated, Swing and each Money Market Market) hereunder (other than a Borrowing hereunder which consists solely of a Refunding Loan) shall be deemed to be a representation and warranty by the Borrowers Borrower on the date of such Borrowing as to the truth and accuracy of the facts specified in paragraphs (b), (c) and (d) of this Section; provided that if such Borrowing is a Syndicated Borrowing which consists solely of a Refunding Loan, such Borrowing shall not be deemed to be such a representation and warranty to the effect set forth in Section 4.04(b) as to any event, act or condition having a Material Adverse Effect which has theretofore been disclosed in writing by the Borrowers to the Banks.of

CONDITIONS TO ALL BORROWINGS. The obligation of each Bank to make a Syndicated Loan or Money Market Loan, as the case may be, on the occasion of each Borrowing is subject to the satisfaction of the following conditions except as expressly provided in the last sentence of this Section 3.02: (a) receipt by the Administrative Agent of a Notice of Borrowing or notification pursuant Borrowing, unless all of the funding of the initial Term Loan Advance on the Drawdown Date for such Term Loan Advance is to consist of Euro-Dollars Borrowings, and a Funding Indemnification Letter shall have been received, and the requirements of the first sentence of Section 2.03(e2.02(a) of acceptance of one or more Money Market Quotes, as applicable.have been satisfied; (b) the fact that, immediately before and after such Borrowing, no Default shall have occurred and be continuing; (c) the fact that the representations and warranties of the Borrowers Borrower contained in Article IV of this Agreement other than as set forth in Section 4.04(b) shall be true on and as of the date of such Borrowing; and (d) the fact that, immediately after such Borrowing, the conditions set forth in clauses (i) and (ii) of Section 2.01 shall have been satisfied. Each Syndicated Borrowing and each Money Market Borrowing hereunder shall be deemed to be a representation and warranty by the Borrowers Borrower on the date of such Borrowing as to the truth and accuracy of the facts specified in paragraphs (b), (c) and (d) of this Section; provided that if such Borrowing is a Syndicated Borrowing which consists solely of a Refunding Loan, such Borrowing shall not be deemed to be such a representation and warranty to the effect set forth in Section 4.04(b) as to any event, act or condition having a Material Adverse Effect which has theretofore been disclosed in writing by the Borrowers to the Bankswarranty.

CONDITIONS TO ALL BORROWINGS. The obligation of each Bank to make a Syndicated Loan or Money Market Loan, as the case may be, on the occasion of each Borrowing is subject to the satisfaction of the following conditions except as expressly provided in the last sentence of this Section 3.02: (a) receipt by the Administrative Agent of a Notice of Borrowing or notification pursuant to Section 2.03(e) of acceptance of one or more Money Market Quotes, as applicable. (b) the fact that, immediately before and after such Borrowing, no Default shall have occurred and be continuing; (c) the fact that the representations and warranties of the Borrowers Borrower contained in Article IV of this Agreement shall be true on and as of the date of such BorrowingBorrowing (x) as stated, as to representations and warranties which contain materiality limitations and (y) in all material respects, as to all other representations and warranties; and (d) the fact that, immediately after such Borrowing, the conditions set forth in clauses (i) and (ii) of Section 2.01 shall have been satisfied. Each Syndicated Borrowing and each Money Market Borrowing hereunder shall be deemed to be a representation and warranty by the Borrowers Borrower on the date of such Borrowing as to the truth and accuracy of the facts specified in paragraphs (b), (c) and (d) of this Section; provided that (i) the representation and warranty set forth in Section 4.04(b) shall be deemed to be made only as of the Closing Date, and (ii) if such Borrowing is a Syndicated Borrowing which consists solely of a Refunding Loan, such Borrowing shall not be deemed to be such a representation and warranty to the effect set forth in Section 4.04(b) as to any event, act or condition having a Material Adverse Effect which has theretofore been disclosed in writing by the Borrowers to the Banks4.05.

CONDITIONS TO ALL BORROWINGS. The obligation of each Bank to make a Syndicated Loan or Money Market Loan, as the case may be, on the occasion of each Borrowing is subject to the satisfaction of the following conditions except as expressly provided in the last sentence of this Section 3.02: (a) receipt by the Administrative Agent of a Notice of Borrowing or notification pursuant to Section 2.03(e) of acceptance of one or more Money Market Quotes, as applicable. (b) the fact that, immediately before and after such Borrowing, no Default shall have occurred and be continuing; (c) the fact that the representations and warranties of the Borrowers Borrower contained in Article IV of this Agreement shall be true on and as of the date of such BorrowingBorrowing (except for representations and warranties which are made only as of a stated prior date); and (d) the fact that, immediately after such Borrowing, the conditions set forth in clauses (i) and (ii) of Section 2.01 shall have been satisfied. Each Syndicated Borrowing and each Money Market Borrowing hereunder shall be deemed to be a representation and warranty by the Borrowers Borrower on the date of such Borrowing as to the truth and accuracy of the facts specified in paragraphs (b), (c) and (d) of this Section; provided that (i) if such Borrowing is a Syndicated Borrowing which consists solely of a Refunding Loan, such Borrowing shall not be deemed to be such a representation and warranty to the effect set forth in Section 4.04(band (ii) as to any eventthe representations contained in clause (iv) of Section 4.02, act or condition having a Material Adverse Effect which has theretofore been disclosed the Borrower shall be deemed to represent and warrant only that such representations are true and correct in writing by the Borrowers to the Banksall material respects.

CONDITIONS TO ALL BORROWINGS. The obligation of each Bank to make a Syndicated Loan or Money Market Loan, as the case may be, on the occasion of each Borrowing is subject to the satisfaction of the following conditions except as expressly provided in the last sentence of this Section 3.02: (a) receipt by the Administrative Agent of a Notice of Borrowing or notification pursuant to Section 2.03(e2.02A(e) of acceptance of one or more Money Market Quotes, as applicable. (b) the fact that, immediately before and after such Borrowing, no Default shall have occurred and be continuing; (c) the fact that the representations and warranties of the Borrowers Borrower contained in Article IV of this Agreement shall be true on and as of the date of such Borrowing; and (d) the fact that, immediately after such Borrowing, the conditions set forth in clauses (i) and (ii) of Section 2.01 shall have been satisfied. Each Syndicated Borrowing and each Money Market Borrowing hereunder shall be deemed to be a representation and warranty by the Borrowers Borrower on the date of such Borrowing as to the truth and accuracy of the facts specified in paragraphs (b), (c) and (d) of this Section; provided that if such Borrowing is a Syndicated Borrowing which consists solely of a Refunding Loan, such Borrowing shall not be deemed to be such a representation and warranty to the effect set forth in Section 4.04(b) as to any event, act or condition having a Material Adverse Effect which has theretofore been disclosed in writing by the Borrowers Borrower to the Banks.