Common use of CONDITIONS TO ALL BORROWINGS Clause in Contracts

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to advance the Borrowings of its Loans is subject to the following conditions precedent: (a) The representations and warranties of Borrower and each other Loan Party contained in Article VII or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (without duplication of any materiality qualifiers therein) on and as of the date of such Loan, 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) Administrative Agent shall have received a Loan Notice in accordance with the requirements hereof. Each Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 6.02(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 advance make a Loan on the Borrowings occasion of its Loans any Borrowing is subject to the satisfaction of the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article VII V (other than the representations and warranties contained in Sections 5.05(c), 5.06(b) and 5.12 for all Borrowings) or any other Loan DocumentDocument that are qualified by materiality shall be true and correct on and as of the date of such Borrowing, or which and the representations and warranties that are contained in any document furnished at any time under or in connection herewith or therewith, not qualified by materiality shall be true and correct in all material respects (without duplication of any materiality qualifiers therein) on and as of the date of such LoanBorrowing, 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 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 6.024.02, the representations and warranties contained in subsections (a) and (b) of Section 7.05 5.05 shall be deemed to refer to the most recent statements furnished delivered pursuant to clauses (a) and (b), respectively, of Section 8.016.01. (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 Committed Loan Notice in accordance with the requirements hereof. Each Committed Loan Notice (other than in respect of a Loan Notice requesting only a conversion of 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 6.02(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 advance the Borrowings of its Loans is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article VII Section 5 or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (without duplication of any materiality qualifiers therein) on and as of the date of such Loan, 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 6.024.02, the representations and warranties contained in subsections (a) and (b) of Section 7.05 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 8.016.01. (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 Committed Loan Notice in accordance with the requirements hereof. (e) All of the conditions precedent set forth in Section 4.01 shall have been satisfied on or prior to date of such requested Borrowing. Each Committed Loan Notice (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 6.02(a) 4.02(a), (b), and (bc) have been satisfied on and as of the date of the applicable Borrowing.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to advance make its Loan on the Borrowings Closing Date, and the obligation of its Loans any Additional Lender to make any Additional Term Loan in accordance with Section 2.20 is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article VII III or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (without duplication of any materiality qualifiers therein) on and as of the date of such Loan or Additional Term Loan, as applicable, (i) 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, date and (ii) except that for purposes of this Section 6.024.02 in connection with any Additional Term Loans, the representations and warranties contained in subsections (a) and (b) of Section 7.05 3.04 shall be deemed to refer to the most recent statements furnished pursuant to clauses subsections (a) and (b), respectively, of Section 8.015.01. (b) No Default shall exist, or would result from such proposed Borrowing Loan or from the application of the proceeds thereof. (c) The Administrative Agent shall have received a Loan Notice or the certificates referred to in Section 2.20 with respect to Additional Term Loans, as applicable, in accordance with the requirements hereof. Each Loan Notice . (d) The Administrative Agent shall have received such other than a Loan Notice requesting only a conversion of Loans to approvals, opinions or documents as the other Type or a continuation of Eurodollar Rate Loans) submitted by Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 6.02(a) and (b) have been satisfied on and as of the date of the applicable BorrowingAdministrative Agent may reasonably request.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to advance honor any Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the Borrowings other Type, or a continuation of its Loans Eurodollar Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of Borrower the Borrowers and each other Loan Party contained in Article VII V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, Document shall be true and correct in all material respects (without duplication of any materiality qualifiers therein) on and as of the date of such LoanBorrowing, 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 6.024.02, the representations and warranties contained in subsections (a) and (b) of Section 7.05 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses subsections (a) and (b), respectively, of Section 8.016.01. (b) No Default shall exist, or would result from such proposed Borrowing or from the application of the proceeds thereof. (c) The Administrative Agent shall have received a Loan Notice in accordance with the requirements hereof. (d) The Outstanding Amount after giving effect to the Borrowing shall not exceed the Minimum Collateral Amount. Each Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the relevant Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 6.02(a4.02(a), (b) and (bd) have been satisfied on and as of the date of the applicable Borrowing.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to advance the Borrowings of its Loans make ---------------------------- any Loan is subject to satisfaction of the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article VII or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, V shall be true and correct in all material respects (without duplication of any materiality qualifiers therein) on and as of the date of such LoanBorrowing, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been true and correct in all material respects as of such earlier date, except that the representations and warranties set forth in Sections 5.04(b) and 5.05 shall be required to be true and correct in all material respects (without duplication only on the date of any materiality qualifiers therein) as of such earlier date, the initial Borrowing and except that for purposes of this Section 6.02, on the representations and warranties contained in subsections (a) and (b) of Section 7.05 shall be deemed to refer Assumption Date after giving effect to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 8.01Assumption. (b) No Default or Event of Default shall exist, exist or would result from such proposed Borrowing or from the application of the proceeds thereofBorrowing. (c) The Administrative Agent shall have received a Loan Notice in accordance with the requirements hereof. (d) The Administrative Agent shall have received, in form and substance satisfactory to it, such other assurances, certificates, documents or consents related to the foregoing as the Administrative Agent or the Required Lenders may reasonably request. Each Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 6.02(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 advance the Borrowings of its Loans honor any Request for Borrowing from any Borrower is subject to the following conditions precedent: (a) The representations and warranties of such Borrower and each other Loan Party contained in Article VII VI (other than Sections 6.05(c) and 6.06) or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (without duplication of any materiality qualifiers therein) on and as of the date of such LoanBorrowing (other than any representation and warranty that is expressly qualified by materiality, in which case such representation and warranty shall be true and correct in all respects), except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (without duplication of other than any materiality qualifiers thereinrepresentation 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 date, and except that for purposes of this Section 6.025.02, the representations and warranties contained in subsections clauses (a) and (b) of Section 7.05 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 8.017.01. (b) No Default shall exist, or would result from such proposed Borrowing or from the application of the proceeds thereof, with respect to such Borrower. (c) The Administrative Agent and, if applicable, the Swing Line Lender shall have received a Loan Notice Request for Borrowing from such Borrower in accordance with the requirements hereof. Each Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Rate Loans) Request for Borrowing submitted by any Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 6.02(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 advance the Borrowings honor any Loan Notice (other than a Loan Notice requesting only a conversion of its Loans to another Type or a continuation of Term SOFR Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article VII or any V (other Loan Documentthan, or which are contained in any document furnished at any time under or in connection herewith or therewithafter the Closing Date, Sections 5.05(b) and 5.06) shall be true and correct in all material respects (without duplication of any materiality qualifiers thereinexcept 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 LoanBorrowing, 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 thereinexcept 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 6.024.02, the representations and warranties contained in subsections subsection (a) and (b) of Section 7.05 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses subsection (a) and of Section 6.01 (and, if any financial statements shall have been subsequently delivered pursuant to subsection (b), respectively, ) of Section 8.016.01, then also to such financial statements so subsequently delivered). (b) No Default shall exist, or would result from such proposed Borrowing or from the application of the proceeds thereof. (c) The Administrative Agent shall have received a Loan Notice in accordance with the requirements hereof. Each Loan Notice Borrowing (other than a Loan Notice requesting only a conversion of Loans to the other another Type or a continuation of Eurodollar Rate Term SOFR Loans) submitted by Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 6.02(a4.02(a) and (b4.02(b) have been satisfied on and as of the date of the applicable Borrowing.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to advance honor any Request for Borrowing from the Borrowings of its Loans Borrower is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article VII VI (other than Sections 6.05(c) and 6.06) or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (without duplication of any materiality qualifiers therein) on and as of the date of such LoanBorrowing (other than any representation and warranty that is expressly qualified by materiality, in which case such representation and warranty shall be true and correct in all respects), except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (without duplication of other than any materiality qualifiers thereinrepresentation 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 date, and except that for purposes of this Section 6.025.02, the representations and warranties contained in subsections clauses (a) and (b) of Section 7.05 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 8.017.01. (b) No Default shall exist, or would result from such proposed Borrowing or from the application of the proceeds thereof, with respect to the Borrower. (c) The Administrative Agent and, if applicable, the Swing Line Lender shall have received a Loan Notice Request for Borrowing from the Borrower in accordance with the requirements hereof. Each Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Rate Loans) Request for Borrowing submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 6.02(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 advance make a Loan on the Borrowings occasion of its Loans any Borrowing is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article VII V (other than the representations and warranties contained in Sections 5.05(c), 5.06(b), 5.09 and 5.17 for all Borrowings other than the initial Borrowing) or any other Loan DocumentDocument that are qualified by materiality shall be true and correct on and as of the date of such Borrowing, or which and that are contained in any document furnished at any time under or in connection herewith or therewith, not qualified by materiality shall be true and correct in all material respects (without duplication of any materiality qualifiers therein) on and as of the date of such LoanBorrowing, 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 6.024.02, the representations and warranties contained in subsections (a) and (b) of Section 7.05 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 8.016.01. (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 Committed Loan Notice in accordance with the requirements hereof. Each Committed Loan Notice (other than in respect of a Loan Notice requesting only a conversion of 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 6.02(a4.02(a) and (b) have been satisfied on and as of the date of the applicable Borrowing.

CONDITIONS TO ALL BORROWINGS. The obligation of each the Lender to advance make an Advance on the Borrowings occasion of its Loans each Borrowing is subject to the satisfaction of the following conditions precedentconditions: (a) The receipt by the Lender of a Notice of Borrowing as required by Section 2.02; (b) receipt by the Lender of such documentation as the Lender shall reasonably require (including, without limitation, certificate(s) from the Borrower and the Securities Intermediary (as defined in the Security Agreement)) confirming that after giving effect to such Borrowing and the application of the proceeds thereof, the Borrower shall be in compliance with the Collateral Coverage Ratio requirements set forth in Section 5.03 and the Asset Coverage requirement set forth in Section 5.08; (c) the fact that, immediately before and after such Borrowing, no Default shall have occurred and be continuing; (d) the fact that the representations and warranties of the Borrower and each other Loan Party contained in Article VII or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, IV of this Agreement shall be true and correct in all material respects (without duplication of any materiality qualifiers therein) true, on and as of the date of such LoanBorrowing; and (e) the fact that, except to the extent that immediately after 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 6.02Borrowing, 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 aggregate outstanding principal amount of the proceeds thereof. (c) Administrative Agent shall have received a Loan Notice in accordance with Revolver Advances will not exceed the requirements hereofamount of the Revolver Commitment. Each Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by Borrower Borrowing hereunder shall be deemed to be a representation and warranty that by the conditions Borrower on the date of such Borrowing as to the truth and accuracy of the facts specified in Sections 6.02(aclauses (c), (d) and (be) have been satisfied on and as of the date of the applicable Borrowingthis Section.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to advance the Borrowings honor any Request for Borrowing (other than a Loan Notice requesting only a continuation of its Loans Term SOFR Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article VII or any VI and contained in each other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (without duplication of any materiality qualifiers therein) on and as of the date of such LoanBorrowing, except (i) to the extent that such representations and warranties are qualified by materiality, they shall be true and correct on and as of the date of such Borrowing, and (ii) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (without duplication as of any materiality qualifiers therein) 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 6.024.02, the representations and warranties contained in subsections (aSection 6.22(a) and (b) of Section 7.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses subsections (a) and (b), respectively, of Section 8.017.01. (b) No Default shall exist, or would result from such proposed Borrowing or from the application of the proceeds thereof. (c) Administrative Agent shall have received a Loan Notice in accordance with the requirements hereof. Each Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 6.02(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 advance the Borrowings of its Loans honor any Request for Borrowing from any Borrower is subject to the following conditions precedent: (a) The representations and warranties of such Borrower and each other Loan Party contained in Article VII VI (other than Sections 6.05(c) and 6.06) or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (without duplication of any materiality qualifiers therein) on and as of the date of such LoanBorrowing (other than any representation and warranty that is expressly qualified by materiality, in which case such representation and warranty shall be true and correct in all respects), except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (without duplication of any materiality qualifiers therein) as of such earlier date, and except that for purposes of this Section 6.025.02, the representations and warranties contained in subsections clauses (a) and (b) of Section 7.05 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 8.017.01. (b) No Default shall exist, or would result from such proposed Borrowing or from the application of the proceeds thereof, with respect to such Borrower. (c) The Administrative Agent and, if applicable, the Swing Line Lender shall have received a Loan Notice Request for Borrowing from such Borrower in accordance with the requirements hereof. Each Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Rate Loans) Request for Borrowing submitted by any Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 6.02(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 advance honor any Committed Loan Notice (other than a Committed Loan Notice requesting only a conversion of Loans to the Borrowings other Type, or a continuation of its Loans LIBOR Loans) is subject to the following conditions precedent: (a) The representations and warranties of Borrower and each other Loan Party the Credit Parties contained in Article VII 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 (without duplication of except to the extent that any representation or warranty that is qualified by materiality qualifiers thereinshall be true and correct in all respects) on and as of the date of such LoanBorrowing, 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 6.024.02, the representations and warranties contained in subsections (a) and (b) of Section 7.05 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 8.016.01. (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 Committed Loan Notice in accordance with the requirements hereof. Each Committed Loan Notice (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Rate LIBOR Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 6.02(a4.02(a) and (b) have been satisfied on and as of the date of the applicable Borrowing.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to advance honor a Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the Borrowings other Type, or a continuation of its Loans Term Benchmark Loans), is subject to the following conditions precedent: : (a) The representations and warranties of the Borrower and each other Loan Party contained in Article VII V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, Document shall be true and correct in all material respects (without duplication of any except that those representations and warranties which are qualified by materiality qualifiers thereinor Material Adverse Effect shall be true and correct in all respects) on and as of the date of such LoanBorrowing, 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 except that those representations and warranties which are qualified by materiality qualifiers thereinor Material Adverse Effect shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 6.024.02, the representations and warranties contained in subsections subsection (a) and (b) of Section 7.05 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (ai) and (bii), respectively, of Section 8.016.01. (b) No Default or Event of Default shall then exist, or would result from such proposed Borrowing or from the application of the proceeds thereof. (c) The Administrative Agent shall have received a Loan Notice in accordance with the requirements hereof. Each Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Rate Term Benchmark Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 6.02(a4.02(a) and (b) have been satisfied on and as of the date of the applicable Borrowing.. ARTICLE V

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to advance make its Loan on the Borrowings Closing Date, and the obligation of its Loans any Additional Lender to make any Additional Term Loan in accordance with Section 2.20 is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article VII III or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (without duplication of any materiality qualifiers therein) on and as of the date of such Loan or Additional Term Loan, as applicable, (i) 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 (ii) except that for purposes of this Section 6.024.02 in connection with any Additional Term Loans, the representations and warranties contained in subsections (a) and (b) of Section 7.05 3.04 shall be deemed to refer to the most recent statements furnished pursuant to clauses subsections (a) and (b), respectively, of Section 8.015.01. (b) No Default shall exist, or would result from such proposed Borrowing Loan or from the application of the proceeds thereof. (c) The Administrative Agent shall have received a Loan Notice or the certificates referred to in Section 2.20 with respect to Additional Term Loans, as applicable, in accordance with the requirements hereof. Each Loan Notice . (d) The Administrative Agent shall have received such other than a Loan Notice requesting only a conversion of Loans to approvals, opinions or documents as the other Type or a continuation of Eurodollar Rate Loans) submitted by Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 6.02(a) and (b) have been satisfied on and as of the date of the applicable BorrowingAdministrative Agent may reasonably request.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to advance honor any Request for Borrowing (other than a Loan Notice requesting only a conversion of Loans to the Borrowings other Type, or a continuation of its Loans Eurodollar Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article VII V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (without duplication of any materiality qualifiers therein) on and as of the date of such LoanBorrowing, 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 6.024.03, the representations and warranties contained in subsections (aSections 5.05(a) and (b) of Section 7.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (aSections 6.01(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 Loan Notice Request for Borrowing in accordance with the requirements hereof. Each Loan Notice Request for Borrowing (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 6.02(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 advance honor any Request for Borrowing (other than a Committed Loan Notice requesting only a conversion of Loans to the Borrowings other Type, or a continuation of its Loans Eurocurrency Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article VII V or any other Loan DocumentDocument (provided that in the case of any initial Borrowings on the Closing Date, or which are the representations contained in any document furnished at any time under or in connection herewith or therewithSection 5.01(a), Section 5.01(b)(ii), Section 5.02(a), Section 5.12, Section 5.15 and Section 5.16 are the only representations being made on the Closing Date) shall be true and correct in all material respects (without duplication of any materiality qualifiers therein) on and as of the date of such Loan, except Borrowing; 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 (without duplication of any materiality qualifiers therein) as of such earlier date, ; provided further that any representation and except warranty that for purposes of this Section 6.02, the representations and warranties contained in subsections (a) and (b) of Section 7.05 is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be deemed true and correct (after giving effect to refer to the most recent statements furnished pursuant to clauses (aany qualification therein) and (b), respectively, of Section 8.01in 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) Administrative Agent shall have received a Loan Notice in accordance with the requirements hereof[Reserved.] (d) [Reserved]. Each Loan Notice Request for Borrowing (other than a Committed Loan Notice requesting only a conversion of 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 6.02(aSection 4.02(a) and (b) have been satisfied on and as of the date of the applicable Borrowing.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to advance honor any Committed Loan Notice (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the Borrowings other Type, or a continuation of its Loans Eurodollar Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of Borrower the Borrowers and each other Loan Party contained in Article VII V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (without duplication or in all respects in the case of any a representation or warranty containing a materiality qualifiers thereinqualifier) on and as of the date of such LoanBorrowing, 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 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 6.024.02, the representations and warranties contained in subsections (a) and (b) of Section 7.05 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 8.016.01. (b) No Default or Event of Default shall exist, exist and be continuing either prior to or would result from after giving effect to such proposed Borrowing or from the application of the proceeds thereof. (c) Administrative Agent shall have received a Loan Notice in accordance with the requirements hereof. Each Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 6.02(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 advance honor any Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the Borrowings other Type, or a continuation of its Loans Eurodollar Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of Borrower and each other Loan Party the Borrowers contained in Article VII V or any representations and warranties of any Loan Party in other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (without duplication of any materiality qualifiers therein) on and as of the date of such LoanBorrowing, 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 6.024.02, (i) the representations and warranties contained in subsections (a) and (b) of Section 7.05 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 8.016.01 and (ii) the representations and warranties in subsection (c) of Section 5.05 and subsection (b) of Section 5.06, need only be true and correct on and as of the Closing Date. (b) No Default shall exist, or would result from such proposed Borrowing or from the application of the proceeds thereofBorrowing. (c) The Administrative Agent shall have received a Loan Notice in accordance with the requirements hereof. (d) If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.13 to the designation of such Borrower as a Designated Borrower shall have been met to the satisfaction of the Administrative Agent. Each Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by Borrower the Company shall be deemed to be a representation and warranty that the conditions specified in Sections 6.02(a4.02(a) and (b) have been satisfied on and as of the date of the applicable Borrowing.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to advance the Borrowings honor any Request for Borrowing (other than a Committed Loan Notice requesting only a conversion of its Loans to another Type, or a continuation of Term SOFR Loans) is subject to the following conditions precedent: (a) The representations and warranties of Borrower and each other Loan Party the Credit Parties contained in Article VII 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 (without duplication or, in the case of the representations and warranties in Sections 5.16 and 5.22 or any materiality qualifiers thereinrepresentation and warranty that is qualified by materiality, in all respects) on and as of the date of such LoanBorrowing (other than the representations in Section 5.05(c) and Section 5.18, which shall be made only as of the Closing Date), except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (without duplication or, in the case of the representations and warranties in Sections 5.16 and 5.22 or any materiality qualifiers thereinrepresentation and warranty that is qualified by materiality, in all respects) as of such earlier date, and except that for purposes of this Section 6.024.02, the representations and warranties contained in subsections (a) and (b) of Section 7.05 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 8.016.01. (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) Administrative Agent shall have received a Loan Notice in accordance with the requirements hereof. Each Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 6.02(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 advance the Borrowings of its Loans honor any Loan Notice is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article VII VI or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (without duplication of and in all respects if any such representation or warranty is already qualified by materiality qualifiers thereinor reference to Material Adverse Effect) on and as of the date of such LoanBorrowing, 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 6.025.02, the representations and warranties contained in subsections (a) and (b) of Section 7.05 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses subsections (a) and (b), respectively, of Section 8.017.01. (b) No Default shall exist, or would result from such proposed Borrowing or from the application of the proceeds thereof. (c) The Administrative Agent shall have received a Loan Notice in accordance with the requirements hereof. Each Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 6.02(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 advance the Borrowings of its Loans honor any Loan Notice is subject to the following conditions precedent:precedent (provided that the conditions set forth in subsection(a) of this Section 4.02 shall not apply to a request to convert a Eurodollar Rate Loan to a Base Rate Loan): (a) The representations and warranties of the Borrower and each other Loan Party contained in Article VII V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (without duplication of any materiality qualifiers therein) on and as of the date of such LoanBorrowing, 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 6.024.02, the representations and warranties contained in subsections (a) and (b) of Section 7.05 5.13 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, ) of Section 8.016.01. (b) No Default or Event of Default shall exist, or would result from such proposed Borrowing or from the application of the proceeds thereofBorrowing. (c) The Administrative Agent shall have received a Loan Notice in accordance with the requirements hereof. Each Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 6.02(a4.02(a) and (b) have been satisfied on and as of the date of the applicable Borrowing.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to advance honor any Request for Borrowing (other than a Committed Loan Notice requesting only a conversion of Loans to the Borrowings other Type, or a continuation of its Loans Loans) is subject to the following conditions precedent: (a) The representations and warranties of Borrower and each other Loan Party the Credit Parties contained in Article VII 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 (without duplication or, in the case of the representations and warranties in Sections 5.16 and 5.22 or any materiality qualifiers thereinrepresentation and warranty that is qualified by materiality, in all respects) on and as of the date of such LoanBorrowing (other than the representations in Section 5.05(c) and Section 5.18, which shall be made only as of the Closing Date), except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (without duplication or, in the case of the representations and warranties in Sections 5.16 and 5.22 or any materiality qualifiers thereinrepresentation and warranty that is qualified by materiality, in all respects) as of such earlier date, and except that for purposes of this Section 6.024.02, the representations and warranties contained in subsections (a) and (b) of Section 7.05 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 8.016.01. (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) Administrative Agent shall have received a Loan Notice in accordance with the requirements hereof. Each Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 6.02(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 advance honor any Loan Notice (other than (i) a Loan Notice requesting only a conversion of Loans to the Borrowings other Type, or (ii) a continuation of its Loans Eurodollar Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article VII V (except, in the case of any Borrowing after the Closing Date, the representations and warranties in Sections 5.04(c) and 5.05) or in any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (without duplication of any provided that (i) if a representation and warranty is qualified by materiality qualifiers thereinor 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 LoanBorrowing (or, except to the extent that if such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (without duplication of any materiality qualifiers therein) as of such earlier date), and except that for purposes of this Section 6.024.02, the representations and warranties contained in subsections (a) and (b) of Section 7.05 5.04 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 8.016.01. (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 Loan Notice in accordance with the requirements hereof. Each Loan Notice (other than (i) a Loan Notice requesting only a conversion of Loans to the other Type 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 6.02(a4.02(a) and (b) have been satisfied on and as of the date of the applicable Borrowing.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to advance the Borrowings honor any Loan Notice (other than a Loan Notice requesting only a conversion of its Loans to another Type or a continuation of Term SOFR Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article VII or any V (other Loan Documentthan, or which are contained in any document furnished at any time under or in connection herewith or therewithafter the Closing Date, Sections 5.05(b) and 5.06) shall be true and correct in all material respects (without duplication of any materiality qualifiers thereinexcept 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 LoanBorrowing, 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 thereinexcept 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 6.024.02, the representations and warranties contained in subsections subsection (a) and (b) of Section 7.05 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses subsection (a) and of Section 6.01 (and, if any financial statements shall have been subsequently delivered pursuant to subsection (b), respectively, ) of Section 8.016.01, then also to such financial statements so subsequently delivered). (b) No Default shall exist, or would result from such proposed Borrowing or from the application of the proceeds thereof. (c) The Administrative Agent shall have received a Loan Notice in accordance with the requirements hereof. Each Loan Notice (other than a Loan Notice requesting only a conversion of 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 6.02(a4.02(a) and (b4.02(b) have been satisfied on and as of the date of the applicable Borrowing.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender Holder to advance make a Loan on any occasion (including without limitation, on the Borrowings of its Loans Amendment Closing Date, on each Delayed Draw Term Loan Funding Date and on each Increased Amount Date) is subject to the satisfaction of the following conditions precedentprecedent as of the applicable borrowing date of such Loan: (a) The representations and warranties of Borrower and each other Loan Party the Note Parties contained in Article VII V or any other Loan Note 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 (without duplication of any materiality qualifiers therein) on and as of the date of such Loanborrowing 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 (without duplication of any materiality qualifiers therein) as of such earlier date, and except that for purposes of this Section 6.024.02, the representations and warranties contained in subsections (aSection 5.05(a) and (b) of Section 7.05 shall be deemed to refer to the most recent financial statements furnished pursuant to clauses (a) and (b), respectively, of Section 8.016.01. (b) No Default or Event of Default shall existhave occurred and be continuing, or would result from the making of such proposed Borrowing or from Loan. Each borrowing request submitted by the application Company, and the receipt and acceptance by the Company of the proceeds thereof. (c) Administrative Agent shall have received a Loan Notice in accordance with the requirements hereof. Each Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by Borrower each Loan, shall be deemed to be a representation and warranty by the Company that the conditions specified in Sections 6.02(a) and (b) this Section 4.02 will be or have been satisfied on and as of the date of applicable borrowing date, as the applicable Borrowingcase may be.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to advance honor any Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the Borrowings of its Loans other Type) is subject to the following conditions precedent: (a) The representations and warranties of Borrower and each other Loan Party contained in Article VII VI or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (without duplication of any materiality qualifiers therein) on and as of the date of such LoanBorrowing, 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 6.025.02, the representations and warranties contained in subsections (a) and (b) of Section 7.05 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 8.01.7.01. 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) Administrative Agent shall have received a Loan Notice in accordance with the requirements hereof. Each Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Rate LoansType) submitted by Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 6.02(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 advance honor any Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the Borrowings other Type, or a continuation of its Loans Eurodollar Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of Borrower and each other the Loan Party Parties contained in Article VII V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewiththis Agreement, shall be true and correct in all material respects (without duplication of any materiality qualifiers therein) on and as of the date of such LoanBorrowing, except to the extent of changes resulting from matters permitted under the Loan Documents or other changes in the ordinary course of business not having a Material Adverse Effect, and except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (without duplication of any materiality qualifiers therein) as of such earlier date, and except that for purposes of this Section 6.024.02, the representations and warranties contained in subsections (a) and (b) of Section 7.05 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 8.016.01. (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 Loan Notice in accordance with the requirements hereof. Each Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 6.02(a4.02(a), (b) and (bc) have been satisfied on and as of the date of the applicable Borrowing.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to advance honor any Request for Borrowing (other than a Committed Loan Notice requesting only a conversion of Loans to the Borrowings other Type, or a continuation of its Loans Eurocurrency Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of Borrower and each other Loan Party the Credit Parties contained in Article VII 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 (without duplication or, in the case of the representations and warranties in Section 5.22 or any materiality qualifiers thereinrepresentation and warranty that is qualified by materiality, in all respects) on and as of the date of such LoanBorrowing (other than the representations in Section 5.05(c) and Section 5.18, which shall be made only as of the Closing Date), except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (without duplication or, in the case of the representations and warranties in Section 5.22 or any materiality qualifiers thereinrepresentation and warranty that is qualified by materiality, in all respects) as of such earlier date, and except that for purposes of this Section 6.024.02, the representations and warranties contained in subsections (a) and (b) of Section 7.05 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 8.016.01. (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) Administrative Agent shall have received a Loan Notice in accordance with the requirements hereof. Each Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 6.02(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 advance honor any Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the Borrowings other Type, or a continuation of its Loans Eurocurrency Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of Borrower and each other Loan Party contained in Article VII V (excluding the representations and warranties contained in Sections 5.05(e) and 5.06, which shall be made only on the Closing Date) or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all respects (or true and correct in all material respects (without duplication of any if such representation or warranty is not qualified by materiality qualifiers thereinor Material Adverse Effect) on and as of the date of such LoanBorrowing, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all respects (or true and correct in all material respects (without duplication of any if such representation or warranty is not qualified by materiality qualifiers thereinor Material Adverse Effect) as of such earlier date, and except that for purposes of this Section 6.024.02, the representations and warranties contained in subsections (a), (b), (c) and (bd) of Section 7.05 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses subsections (a), (b), (c) and (bd), respectively, of Section 8.016.01. (b) No Default shall exist, or would result from such proposed Borrowing or from the application of the proceeds thereof. (c) Administrative Agent shall have received a Loan Notice in accordance with the requirements hereof. Each Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 6.02(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 advance the Borrowings honor any request for a Borrowing pursuant to a Loan Notice (other than a Loan Notice requesting only a conversion of its Loans to another Type or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article VII V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be (i) true and correct on and as of the Closing Date and (ii) true and correct in all material respects (without duplication of any materiality qualifiers thereinstandard set forth in any such representation or warranty) on and as of the date of such Loanany Borrowing after 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 (without duplication of any materiality qualifiers thereinstandard set forth in any such representation or warranty) as of such earlier date, and except that for purposes of this Section 6.024.02, the representations and warranties contained in subsections (aSections 5.05(a) and (b) of Section 7.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (aSections 6.01(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) Administrative Agent The Lender shall have received a Loan Notice in accordance with the requirements hereof. Each Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the other another 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 6.02(a4.02(a) and (b) have been satisfied on and as of the date of the applicable Borrowing.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to advance honor any Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the Borrowings other Type, or a continuation of its Loans Eurodollar Rate Loans) is subject to the Closing Date having occurred and the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article VII V or any representations and warranties of the Borrower in any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct correct, in all material respects (without duplication of provided that such materiality qualifier shall not apply to the extent that any such representation or warranty is already qualified or modified by materiality qualifiers therein) in the text thereof), on and as of the date of such LoanBorrowing (or, for the purposes of Section 4.01(vi), as of the Effective Date), except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (without duplication of provided that such materiality qualifier shall not apply to the extent that any such representation or warranty is already qualified or modified by materiality qualifiers thereinin the text thereof) as of such earlier date, and except that for purposes of this Section 6.024.03, (i) the representations and warranties contained in subsections (a) and (b) of Section 7.05 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 8.016.01, and (ii) the representations and warranties in subsection (c) of Section 5.05 and subsection (b) of Section 5.06, need only be true and correct on and as of the Effective Date. (b) No Default shall exist, or would result from such proposed Borrowing or (or, for the purposes of Section 4.01(a)(vi), from the application occurrence of the proceeds thereofEffective Date). (c) The Administrative Agent shall have received a Loan Notice in accordance with the requirements hereof. Each Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 6.02(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 advance the Borrowings of its Loans honor any Loan Notice is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article VII VI or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (without duplication of and in all respects if any such representation or warranty is already qualified by materiality qualifiers thereinor reference to Material Adverse Effect) on and as of the date of such LoanBorrowing, 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 6.025.02, the representations and warranties contained in subsections (a) and (b) of Section 7.05 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses subsections (a) and (b), respectively, of Section 8.017.01. (b) No Default or Event of Default shall exist, or would result from such proposed Borrowing or from the application of the proceeds thereof. (c) The Administrative Agent shall have received a Loan Notice in accordance with the requirements hereof. Each Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 6.02(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 Notice of Borrowing or Notice of Continuation/Conversion (other than a Notice of Continuation/Conversion requesting only a conversion of Loans to the other Type, or a continuation of Eurodollar Rate Loans) or to make the advance of the Borrowings of its Loans Term Loan is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article VII V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (without duplication of any materiality qualifiers therein) on and as of the date of such LoanBorrowing, 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 6.024.03, the representations and warranties contained in subsections (aSections 5.05(a) and (b) of Section 7.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (aSections 6.01(a) and (b), respectively, of Section 8.01. (b) No In the case of any Notice of Borrowing, no Default shall exist, or would result from such proposed Borrowing or from the application of the proceeds thereof. (c) The Administrative Agent shall have received a Loan Notice of Borrowing or Notice of Continuation/Conversion in accordance with the requirements hereof. Each Loan Notice of Borrowing or Notice of Continuation/Conversion (other than a Loan Notice of Continuation/Conversion requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 6.02(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 advance honor any Loan Notice (other than a Loan Notice requesting only the Borrowings conversion of its Loans from one Type to another or the continuation of Eurodollar Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article VII V or any other Loan Document, or which are contained in any document furnished at any time by the Borrower to the Administrative Agent or the Lenders under or in connection herewith or therewithwith this Agreement (excluding, from and after the Investment Grade Date, the representation and warranty set forth in Section 5.06(c) of this Agreement), shall be true and correct in all material respects (without duplication of except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality qualifiers thereinin the text thereof) on and as of the date of such LoanBorrowing, 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, 4.02(a) the representations and warranties contained in subsections (a) and (b) of Section 7.05 5.06 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 8.016.01. (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 Loan Notice in accordance with the requirements hereof. Each Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 6.02(a4.02(a) and (b) have been satisfied on and as of the date of the applicable Borrowing.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to advance honor any Request for Borrowing from the Borrowings of its Loans Borrower is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article VII VI (other than Sections 6.05(c) and 6.06) or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (without duplication of any materiality qualifiers therein) on and as of the date of such LoanBorrowing (other than any representation and warranty that is expressly qualified by materiality, in which case such representation and warranty shall be true and correct in all respects), except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (without duplication of any materiality qualifiers therein) as of such earlier date, and except that for purposes of this Section 6.025.02, the representations and warranties contained in subsections clauses (a) and (b) of Section 7.05 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 8.017.01. (b) No Default shall exist, or would result from such proposed Borrowing or from the application of the proceeds thereof, with respect to the Borrower. (c) The Administrative Agent and, if applicable, the Swing Line Lender shall have received a Loan Notice Request for Borrowing from the Borrower in accordance with the requirements hereof. Each Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Rate Loans) Request for Borrowing submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 6.02(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 Notice of Borrowing or Notice of Continuation/Conversion (other than a Notice of Continuation/Conversion requesting only a conversion of Loans to the other Type, or a continuation of Eurodollar Rate Loans) or to make the advance of the Borrowings of its Loans Term Loan is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article VII V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (without duplication of any materiality qualifiers therein) on and as of the date of such LoanBorrowing, 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 6.024.02, the representations and warranties contained in subsections (aSections 5.05(a) and (b) of Section 7.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (aSections 6.01(a) and (b), respectively, of Section 8.01. (b) No In the case of any Notice of Borrowing, no Default shall exist, or would result from such proposed Borrowing or from the application of the proceeds thereof. (c) The Administrative Agent shall have received a Loan Notice of Borrowing or Notice of Continuation/Conversion in accordance with the requirements hereof. Each Loan Notice of Borrowing or Notice of Continuation/Conversion (other than a Loan Notice of Continuation/Conversion requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 6.02(a4.02(a) and (b) have been satisfied on and as of the date of the applicable Borrowing.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to advance the Borrowings of its Loans honor any Loan Notice is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article VII VI or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (without duplication of any materiality qualifiers therein) on and as of the date of such LoanBorrowing, 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 6.025.03, the representations and warranties contained in subsections (a) and (b) of Section 7.05 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 8.017.01. (b) No Default or Event of Default shall exist, or would result from such proposed Borrowing or from the application of the proceeds thereof. (c) With respect to any Loan Notice requesting a Borrowing of Term B Loans, the requested Borrowing shall occur during the Availability Period. (d) The Administrative Agent shall have received a Loan Notice in accordance with the requirements hereof. (e) The requested Borrowing shall not occur during any Standstill Period. Each Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 6.02(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 advance the Borrowings of its Loans honor any Loan Notice is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article VII VI or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (without duplication of and in all respects if any such representation or warranty is already qualified by materiality qualifiers thereinor reference to Material Adverse Effect) on and as of the date of such LoanBorrowing, 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 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 6.025.02, the representations and warranties contained in subsections (a) and (b) of Section 7.05 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 8.017.01. (b) No Default or Event of Default shall exist, or would result from such proposed Borrowing or from the application of the proceeds thereof. (c) The Administrative Agent shall have received a Loan Notice in accordance with the requirements hereof. (d) With respect to the Term B Borrowing, the conditions set forth in Section 2.01(b) shall have been satisfied. Each Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 6.02(a5.02(a), (b) and (bd) have been satisfied on and as of the date of the applicable Borrowing.

CONDITIONS TO ALL BORROWINGS. The Subject to Section 1.07, the obligation of each Lender to advance the Borrowings honor any Loan Notice (other than a Loan Notice requesting only a conversion of its Loans to another Type, or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of Borrower and each other Loan Party the Company contained in Article VII V or any representations and warranties of the Company in any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (without duplication of provided that such materiality qualifier shall not apply to the extent that any such representation or warranty is already qualified or modified by materiality qualifiers therein) in the text thereof), on and as of the date of such LoanBorrowing (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 (without duplication of provided that such materiality qualifier shall not apply to the extent that any such representation or warranty is already qualified or modified by materiality qualifiers thereinin the text thereof) as of such earlier date, and except that for purposes of this Section 6.024.02, (i) the representations and warranties contained in subsections (a) and (b) of Section 7.05 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 8.016.01 and (ii) the representations and warranties in subsection (b) of Section 5.06 and Section 5.10 need only be true and correct on and as of the Closing Date. (b) No Default shall exist, or would result from such proposed Borrowing or (or, for the purposes of Section 4.01(a)(vi), from the application occurrence of the proceeds thereofClosing Date). (c) The Administrative Agent shall have received a Loan Notice in accordance with the requirements hereof. Each Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the other another Type or a continuation of Eurodollar Rate Loans) submitted by Borrower the Company shall be deemed to be a representation and warranty that the conditions specified in Sections 6.02(a4.02(a) and (b) have been satisfied on and as of the date of the applicable BorrowingBorrowing or as of such earlier date, as applicable.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to advance honor any Request for Borrowing (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the Borrowings other Type, or a continuation of its Loans Eurodollar Rate Committed Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article VII V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (without duplication of any materiality qualifiers therein) on and as of the date of such LoanBorrowing, 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 6.024.02, the representations and warranties contained in subsections (a) and (b) of Section 7.05 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 8.016.01. (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 Loan Notice Request for Borrowing in accordance with the requirements hereof. Each Loan Notice 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 6.02(a4.02(a) and (b) have been satisfied on and as of the date of the applicable Borrowing.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to advance make any Loans hereunder or otherwise to honor any Notice (other than any Notice requesting only a conversion of Loans to another Type, or a continuation of Loans as the Borrowings of its Loans same Type) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article VII or any other Loan DocumentV, or which are contained in any document furnished at any time under or in connection herewith or therewithherewith, shall be true and correct in all material respects (without duplication of any materiality qualifiers therein) on and as of the date of such LoanBorrowing, 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 datedate , and except that for purposes of this Section 6.02, the representations and warranties contained in subsections subsection (a) and (b) of Section 7.05 shall be deemed to refer to the last day of the most recent fiscal quarter and year for which financial statements furnished pursuant to clauses (ahave been delivered in respect of the representations and warranties made in Sections 5.05(a) and (b), respectively, of Section 8.01. (b) No Default or Event of Default shall exist, or would result from such proposed Borrowing or from the application of the proceeds thereofBorrowing. (c) The Administrative Agent shall have received a Loan Notice in accordance with the requirements hereof. (d) The Administrative Agent shall have received, in form and substance satisfactory to it, such other assurances, certificates, documents or consents related to the foregoing as the Administrative Agent or the Required Lenders reasonably may require. Each Loan Notice (other than a Loan any Notice requesting only a conversion of 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 6.02(a4.02(a) and (b) have been satisfied on and as of the date of the applicable Borrowing.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to advance the Borrowings of its Loans make any Loan is subject to the following conditions precedent: (a) The representations and warranties of each Borrower and each other Loan Party contained in Article VII V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (without duplication of any materiality qualifiers therein) on and as of the date of such LoanBorrowing, 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 6.024.02, the representations and warranties contained in subsections (a) and (b) of Section 7.05 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 8.016.01. (b) No Default or Event of Default shall exist, or would result from such proposed Borrowing or from the application of the proceeds thereof. (c) Administrative For a Borrowing of Revolving Loans, Agent shall have received a Loan Notice Draw Certificate in accordance with the requirements hereof, and Agent shall have received a current Borrowing Base Certificate. (d) Agent shall have received, in form and substance satisfactory to it, such other assurances, certificates, documents or consents related to the foregoing as Agent or the Required Lenders reasonably may require. Each Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Rate Loans) Draw Certificate submitted by any Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 6.02(a4.02(a) and (b) have been satisfied on and as of the date of the applicable Borrowing.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to advance the Borrowings of its Loans honor any Loan Notice is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article VII VI or any other Loan Investment Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (without duplication of and in all respects if any such representation or warranty is already qualified by materiality qualifiers thereinor reference to Material Adverse Effect) on and as of the date of such LoanBorrowing, 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 and in all respects if any such representation or warranty is already qualified by materiality qualifiers thereinor reference to Material Adverse Effect) as of such earlier date, and except that for purposes of this Section 6.025.02, the representations and warranties contained in subsections (a) and (b) of Section 7.05 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 8.017.01. (b) No Default shall exist, or would result from such proposed Borrowing or from the application of the proceeds thereof. (c) The Administrative Agent shall have received a Loan Notice in accordance with the requirements hereof. Each Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 6.02(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 advance the Borrowings of its Loans honor any Request for Credit Extension is subject to the following conditions precedent: (a) The Separation Agreements shall be in full force and effect, unless terminated on a basis reasonably satisfactory to the Agent. (b) The representations and warranties of Borrower and each other Loan Party contained in Article VII V or in any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (without duplication of any materiality qualifiers therein) on and as of the date of such LoanBorrowing, 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 (without duplication of any materiality qualifiers therein) as of such earlier date, (ii) in the case of any representation and except that warranty qualified by materiality, in which case they shall be true and correct in all respects and (iii) for purposes of this Section 6.024.02, the representations and warranties contained in subsections (a), (b) and (bc) of Section 7.05 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 8.016.01. (bc) No Default or Event of Default shall exist, or would result from such proposed Borrowing or from the application of the proceeds thereof. (cd) Administrative The Agent shall have received a Loan Notice Request for Credit Extension in accordance with the requirements hereof. Each Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Rate Loans) Request for Credit Extension submitted by the Lead Borrower shall be deemed to be a representation and warranty by the Borrowers that the conditions specified in Sections 6.02(a4.02(a) and (b) have been satisfied on and as of the date of the applicable Borrowing. The conditions set forth in this Section 4.02 are for the sole benefit of the Agent.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to advance the Borrowings of its Loans honor any Committed Loan Notice is subject to the following conditions precedent: (a) The representations and warranties of Borrower and each other Loan Party contained in Article VII V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (without duplication of except that any materiality qualifiers thereinrepresentation 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 LoanBorrowing, 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 6.024.02, the representations and warranties contained in subsections (a) and (b) of Section 7.05 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 8.016.01. (b) No Default shall exist, or would result from such proposed Borrowing or from the application of the proceeds thereof. (c) Administrative Agent shall have received a Committed Loan Notice in accordance with the requirements hereof. (d) Agent shall have received, in form and substance satisfactory to it, such other assurances, certificates, documents or consents related to the foregoing as Agent or the Required Lenders reasonably may require. Each Committed Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 6.02(a4.02(a) and (b) have been satisfied on and as of the date of the applicable Borrowing.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Notice of Borrowing or Notice of Continuation/Conversion (other than a Notice of Continuation/Conversion requesting only a conversion of Loans to the other Type, or a continuation of Eurodollar Rate Loans) or to make the advance of the Borrowings of its Loans Term Loan is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article VII V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (without duplication of any materiality qualifiers therein) on and as of the date of such LoanBorrowing, 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 6.024.02, the representations and warranties contained in subsections (aSections 5.05(a) and (b) of Section 7.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (aSections 6.01(a) and (b), respectively, of Section 8.01. (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) Administrative Agent shall have received a Loan Notice in accordance with the requirements hereof. Each Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 6.02(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 advance honor any Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the Borrowings other Type, or a continuation of its Loans Eurodollar Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of Borrower and each other Loan Party the Borrowers contained in Article VII V or any representations and warranties of any Loan Party in any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (without duplication of provided that such materiality qualifier shall not apply to the extent that any such representation or warranty is already qualified or modified by materiality qualifiers therein) in the text thereof), on and as of the date of such LoanBorrowing (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 (without duplication of provided that such materiality qualifier shall not apply to the extent that any such representation or warranty is already qualified or modified by materiality qualifiers thereinin the text thereof) as of such earlier date, and except that for purposes of this Section 6.024.02, (i) the representations and warranties contained in subsections (a) and (b) of Section 7.05 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 8.016.01 and (ii) the representations and warranties in subsection (c) of Section 5.05, subsection (b) of Section 5.06, and Section 5.10 need only be true and correct on and as of the Closing Date. (b) No Default shall exist, or would result from such proposed Borrowing or (or, for the purposes of Section 4.01(a)(vi), from the application occurrence of the proceeds thereofClosing Date). (c) The Administrative Agent shall have received a Loan Notice in accordance with the requirements hereof. (d) If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.15 to the designation of such Borrower as a Designated Borrower shall have been met to the satisfaction of the Administrative Agent. Each Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by Borrower the Company shall be deemed to be a representation and warranty that the conditions specified in Sections 6.02(a4.02(a) and (b) have been satisfied on and as of the date of the applicable BorrowingBorrowing or as of such earlier date, as applicable.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to advance honor any Borrowing Request (other than (x) a repayment pursuant to Paragraphs 3(d) or 5(c) of the Borrowings Agreement or (y) a Borrowing Request requesting only a conversion of its Loans Advances to the other Type, or a continuation of Eurocurrency Rate Advances) is subject to the following conditions precedent: (a) The representations and warranties of Borrower and each other Loan Party the Broker/Dealer contained in Article VII or any other Loan Document, or which are contained Paragraph 24(a) of the Agreement and Section 15 and in any document furnished at any time under or in connection herewith or therewith, therewith shall be true and correct in all material respects (without duplication of any or, if such representation or warranty is itself modified by materiality qualifiers thereinor Material Adverse Effect, it shall be true and correct in all respects) on and as of the date of such LoanAdvance, 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 Event of Default or Event of Acceleration shall exist, or would result from such proposed Borrowing Advance or from the application of the proceeds thereof. (c) The Administrative Agent shall have received a Loan Notice Borrowing Request in accordance with the requirements hereof. (d) No Funding Blockage Event has occurred or would result from such proposed Advance or the application of the proceeds thereof. Each Loan Notice Borrowing Request (other than a Loan Notice Borrowing Request requesting only a conversion of Loans Advances to the other Type or a continuation of Eurodollar Eurocurrency Rate LoansAdvances) submitted by Borrower the Broker/Dealer shall be deemed to be a representation and warranty that the conditions specified in Sections 6.02(a14(a), (b) and (bd) have been satisfied on and as of the date of the applicable BorrowingAdvance.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to advance the Borrowings of its Loans honor any Committed Loan Notice is subject to the following conditions precedent: (a) The representations and warranties of Borrower and each other the applicable Loan Party Parties contained in Article VII V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (without duplication of any materiality qualifiers therein) on and as of the date of such LoanBorrowing, 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 6.024.02, the representations and warranties contained in subsections (aSections 5.05(a) and (b) of Section 7.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (aSections 6.01(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 Committed Loan Notice in accordance with the requirements hereof. (d) The Board of Directors of the Borrower has approved the Loans requested by such Committed Loan Notice. Each Committed Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 6.02(a4.02(a) and (b) have been satisfied on and as of the date of the applicable Borrowing.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to advance honor any Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the Borrowings other Type, or a continuation of its Loans Eurodollar Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of (i) the Borrower contained in Article V and (ii) each other Loan Party contained in Article VII or any each other Loan Document, Document or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be (A) in the case of representations and warranties that are qualified as to materiality, true and correct, and (B) in the case of representations and warranties that are not qualified as to materiality, true and correct in all material respects (without duplication of any materiality qualifiers therein) respects, in each case on and as of the date of such LoanBorrowing, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct or true and correct in all material respects (without duplication of any materiality qualifiers therein) respects, as the case may be, as of such earlier date, and except ; provided that for purposes of this Section 6.02, the representations and warranties contained in Section 5.09 shall be deemed to refer to the most recent Financial Statements furnished pursuant to subsections (a) and (b) of Section 7.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 8.016.01. (b) No Default shall exist, or would result from such proposed Borrowing or from the application of the proceeds thereof. (c) The Administrative Agent shall have received a Loan Notice in accordance with the requirements hereof. 56339040-2 56 49684497_9 Each Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 6.02(a4.02(a) and (b) have been satisfied on and as of the date of the applicable Borrowing.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to advance the Borrowings of its Loans honor any Loan Notice is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article VII VI or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (without duplication of and in all respects if any such representation or warranty is already qualified by materiality qualifiers thereinor reference to Material Adverse Effect) on and as of the date of such LoanBorrowing, 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 and in all respects if any such representation or warranty is already qualified by materiality qualifiers thereinor reference to Material Adverse Effect) as of such earlier date, and except that for purposes of this Section 6.025.02, the representations and warranties contained in subsections clauses (a) and (b) of Section 7.05 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 8.017.01. (b) No Default or Event of Default shall exist, exist or would result from such proposed Borrowing or from the application of the proceeds thereof. (c) The Administrative Agent shall have received a Loan Notice in accordance with the requirements hereof. Each Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 6.02(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 advance honor any Request for Borrowing (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the Borrowings other Type, or a continuation of its Loans Eurodollar Rate Committed Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article VII V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (without duplication of any materiality qualifiers therein) on and as of the date of such LoanBorrowing, 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 6.024.02, the representations and warranties contained in subsections (a) and (b) of Section 7.05 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 8.016.01. (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 Loan Notice Request for Borrowing in accordance with the requirements hereof. Each Loan Notice 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 6.02(a4.02(a) and (b) have been satisfied on and as of the date of the applicable Borrowing.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to advance the Borrowings of its Loans honor any Loan Notice is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article VII VI or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (without duplication of and in all respects if any such representation or warranty is already qualified by materiality qualifiers thereinor reference to Material Adverse Effect) on and as of the date of such LoanBorrowing, 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 and in all respects if any such representation or warranty is already qualified by materiality qualifiers thereinor reference to Material Adverse Effect) as of such earlier date, and except that for purposes of this Section 6.025.02, the representations and warranties contained in subsections clauses (a) and (b) of Section 7.05 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 8.017.01. (b) No Default or Event of Default shall exist, or would result from such proposed Borrowing or from the application of the proceeds thereof. (c) With respect to the Term C Borrowing, the Term C Draw Conditions shall have been satisfied. (d) The Administrative Agent shall have received a Loan Notice in accordance with the requirements hereof. Each Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 6.02(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 advance honor any Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the Borrowings other Type, or a continuation of its Loans Eurocurrency Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article VII V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (without duplication of any materiality qualifiers therein) on and as of the date of such LoanBorrowing, except (i) for representations and warranties which are qualified by the inclusion of a materiality standard, which representations and warranties shall be true and correct in all respects, and (ii) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (without duplication of any materiality qualifiers therein) as of such earlier date, and except that for purposes of this Section 6.024.02, the representations and warranties contained in subsections clauses (a) and (b) of Section 7.05 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 8.016.01. (b) No Default or Event of Default shall exist, exist or would result from such proposed Borrowing or from the application of the proceeds thereof. (c) The Administrative Agent shall have received a Loan Notice in accordance with the requirements hereof. DB1/ 113327194.13 Each Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Eurocurrency Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 6.02(a4.02(a) and (b) have been satisfied on and as of the date of the applicable Borrowing.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to advance honor any Committed Loan Notice (other than a Committed Loan Notice requesting only a conversion of Loans to the Borrowings other Type, or a continuation of its Loans Eurodollar Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of Borrower and each other (i) the Loan Party Parties contained in Article VII V or in any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (without duplication of any or, if qualified by materiality qualifiers thereinor Material Adverse Effect, in all respects) on and as of the date of such Loan, Borrowing (except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (without duplication of any materiality qualifiers therein) as of such earlier date, ) and except that for purposes of this Section 6.024.02, the representations and warranties contained in subsections (aSection 5.05(a) and (b) of Section 7.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (bSection 6.01(a), respectively, of Section 8.01. (b) No Default shall exist, exist or would result from such proposed Borrowing or from the application of the proceeds thereof. (c) The Administrative Agent shall have received a Committed Loan Notice in accordance with the requirements hereof. Each Committed Loan Notice (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type Type, or a continuation of Eurodollar Rate Loans) submitted by Borrower the Company shall be deemed to be a representation and warranty that the conditions specified in Sections 6.02(a4.02(a) and (b) have been satisfied on and as of the date of the applicable Borrowing.

CONDITIONS TO ALL BORROWINGS. The obligation of each the Lender to advance the Borrowings of its Loans honor any request for a Borrowing under Article II is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article VII II, Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall (i) with respect to representations and warranties that contain a materiality qualification, be true and correct on and as of the date of such Borrowing and (ii) with respect to representations and warranties that do not contain a materiality qualification, be true and correct in all material respects (without duplication of any materiality qualifiers therein) on and as of the date of such Loan, 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 dateBorrowing, and except that for purposes of this Section 6.024.02, the representations and warranties contained in subsections (aSections 5.05(a) and (b) of Section 7.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (aSections 6.01(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) Administrative Agent The Lender shall have received a Loan Notice in accordance with the requirements hereof. (d) If such request for a Borrowing is a request for a Receivables Secured Revolving Loan, as of the date of such Borrowing and prior to the Lender honoring any such request, the Securities Secured Revolving Facility shall be fully utilized. Each Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 6.02(a4.02(a) and (b) have been satisfied on and as of the date of the applicable Borrowing.

CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to advance honor any Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the Borrowings other Type, or a continuation of its Loans Eurocurrency Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of Borrower and each other Loan Party (i) the Borrowers contained in Article VII or any V (other Loan Document, or which are than Sections 5.05(c) and 5.06) and (ii) each applicable Designated Borrower contained in any document furnished at any time under or in connection herewith or therewith, each Designated Borrower Request and Assumption Agreement (other than Sections 5.05(c) and 5.06 to the extent incorporated by reference therein) shall be true and correct in all material respects (without duplication of any materiality qualifiers thereinexcept 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 LoanBorrowing, 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 thereinexcept 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 6.02Section, the representations and warranties contained in subsections (a) and (b) of Section 7.05 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses subsections (a) and (b), respectively, of Section 8.016.01. (b) No Default shall exist, or would result from such proposed Borrowing or from the application of the proceeds thereof. (c) The Administrative Agent shall have received a Loan Notice in accordance with the requirements hereof. Each Loan Notice . (other than d) If the applicable Borrower is a Loan Notice requesting only a conversion Designated Borrower, then the conditions of Loans Section 2.14 to the other Type or designation of such Borrower as a continuation of Eurodollar Rate Loans) submitted by Designated Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 6.02(a) and (b) have been satisfied on and as of the date of the applicable Borrowingmet.