Common use of Conditions Precedent to Each A Borrowing Clause in Contracts

Conditions Precedent to Each A Borrowing. The obligation of each Lender to make an A Advance (including the initial A Advance) on the occasion of any A Borrowing shall be subject to the further conditions precedent that on or before the date of such A Borrowing this Agreement shall have become effective pursuant to Section 3.01 and that on the date of such A Borrowing, before and immediately after giving effect to such A Borrowing and to the application of the proceeds therefrom, the following statements shall be true and correct, and the giving by the Borrower of the applicable Notice of A Borrowing and the acceptance by the Borrower of the proceeds of such A Borrowing shall constitute its representation and warranty that on and as of the date of such A Borrowing, before and immediately after giving effect thereto and to the application of the proceeds therefrom, the following statements are true and correct: (a) each representation and warranty contained in Section 4.01 is correct in all material respects as though made on and as of such date (or, if such representation and warranty is stated to be made as at a specific date or for a specific period, as at the original specified date or with respect to the original specified period); (b) no event has occurred and is continuing, or would result from such A Borrowing, which constitutes an Event of Default or would constitute an Event of Default but for the requirement that notice be given or time elapse or both; and (c) the aggregate amount of the borrowings under this Agreement (including such A Borrowing) and under other agreements or facilities or evidenced by other instruments or documents is not in excess of the aggregate amount of such borrowings approved as of such date by the Board of Directors of the Borrower.

Conditions Precedent to Each A Borrowing. The obligation of each Lender to make an A Advance (including the initial A Advance) on the occasion of any each A Borrowing shall be subject to the further conditions precedent that the Closing Date shall have occurred and on or before the date of such A Borrowing: (a) the following statements shall be true (and each of the giving of the applicable Notice of A Borrowing and the acceptance by the relevant Borrower of the proceeds of such A Borrowing shall constitute a representation and warranty by the Company that on the date of such A Borrowing this Agreement shall have become effective pursuant to such statements are true): 364-DAY CREDIT AGREEMENT (i) the representations and warranties contained in Section 3.01 4.01 (except the Excluded Representations) are correct on and that on as of the date of such A Borrowing, before and immediately after giving effect to such A Borrowing and to the application of the proceeds therefrom, the following statements shall be true and correct, and the giving by the Borrower of the applicable Notice of A Borrowing and the acceptance by the Borrower of the proceeds of such A Borrowing shall constitute its representation and warranty that on and as of the date of such A Borrowing, before and immediately after giving effect thereto and to the application of the proceeds therefrom, the following statements are true and correct: (a) each representation and warranty contained in Section 4.01 is correct in all material respects as though made on and as of such date (or, if such representation and warranty is stated to be made as at a specific date or for a specific period, as at the original specified date or with respect to the original specified period);date; and (bii) no event has occurred and is continuing, or would result from such A BorrowingBorrowing or from the application of the proceeds therefrom, which that constitutes an Event of Default a Default; (b) the Administrative Agent shall have received such other approvals, opinions or would constitute an Event of Default but for documents as any Lender through the requirement that notice be given or time elapse or bothAdministrative Agent may reasonably request; and (c) in the aggregate amount case of the borrowings under this Agreement (including first Borrowing by a Designated Borrower, such A Borrowing) Borrower shall have furnished to the Administrative Agent such corporate documents, resolutions and under other agreements or facilities or evidenced by other instruments or documents is not in excess of legal opinions relating to such Designated Borrower as the aggregate amount of such borrowings approved as of such date by the Board of Directors of the BorrowerAdministrative Agent may reasonably require.

Conditions Precedent to Each A Borrowing. The obligation of each Lender to make an A Advance on the occasion of each A Borrowing (including the initial A AdvanceBorrowing) on the occasion of any A Borrowing shall be subject to the further conditions precedent that on or before the date Drawdown Date of such A Borrowing this Agreement (a) the following statements shall be true, and the Agent shall have become effective pursuant to Section 3.01 and that on received for the account of such Lender a certificate signed by a duly authorized officer of the Borrower, dated the date of such A Borrowing, before stating that (and immediately after giving effect to such A Borrowing and to the application each of the proceeds therefrom, the following statements shall be true and correct, and the giving by the Borrower of the applicable Notice of A Borrowing and the acceptance by the Borrower of the proceeds of such A Borrowing shall constitute its a representation and warranty by the Borrower that on the date of such A Borrowing such statements are true): (i) The representations and warranties contained in Section 4.01 are correct on and as of the date of such A Borrowing, before and immediately after giving effect thereto to such A Borrowing and to the application of the proceeds therefrom, the following statements are true and correct: (a) each representation and warranty contained in Section 4.01 is correct in all material respects as though made on and as of such date (ordate, if such representation and warranty is stated to be made as at a specific date or for a specific period, as at the original specified date or with respect to the original specified period);and (bii) no event No Default or Event of Default has occurred and is continuing, or would result from such A Borrowing, which constitutes an Event Borrowing or from the application of Default or would constitute an Event of Default but for the requirement that notice be given or time elapse or bothproceeds therefrom; and and (cb) the aggregate amount of the borrowings under this Agreement (including Agent shall have received such A Borrowing) and under other agreements or facilities or evidenced by other instruments approvals, opinions or documents is not in excess of as any Lender (other than the aggregate amount of such borrowings approved as of such date by Designated Bidders) through the Board of Directors of the BorrowerAgent may reasonably request.

Conditions Precedent to Each A Borrowing. The obligation of each Lender to make an A Advance (including the initial A Advance) on the occasion of any A Borrowing shall be subject to the further conditions precedent that on or before the date of such A Borrowing this Agreement shall have become effective pursuant to Section 3.01 and that on the date of such A Borrowing, before and immediately after giving effect to such A Borrowing and to the application of the proceeds therefrom, the following statements shall be true and correct, and the giving by the Borrower of the applicable Notice of A Borrowing and the acceptance by the Borrower of the proceeds of such A Borrowing shall constitute its representation and warranty that on and as of the date of such A Borrowing, before and immediately after giving effect thereto and to the application of the proceeds therefrom, the following statements are true and correct: (a) each Each representation and warranty contained in Section 4.01 is correct in all material respects as though made on and as of such date (or, if such representation and warranty is stated to be made as at a specific date or for a specific period, as at the original specified date or with respect to the original specified period)date; (b) no No event has occurred and is continuing, or would result from such A Borrowing, which constitutes an Event of Default or would constitute an Event of Default but for the requirement that notice be given or time elapse or both; and (c) the The aggregate amount of the borrowings under this Agreement (including including, without limitation, such A Borrowing) and under other agreements or facilities or evidenced by other instruments or documents is not in excess of the aggregate amount of such borrowings approved as of such date by the Board of Directors of the Borrower.

Conditions Precedent to Each A Borrowing. The obligation of each Lender to make an A Advance on the occasion of each A Borrowing (including the initial A AdvanceBorrowing) on the occasion of any A Borrowing shall be subject to the further conditions precedent that (i) Agent shall have received a Notice of A Borrowing with respect thereto in accordance with Section 2.02 and (ii) on or before the date of such A Borrowing this Agreement the following statements shall have become effective pursuant to Section 3.01 be true (and each of the giving of the applicable Notice of A Borrowing and the acceptance by the Borrower of the proceeds of such A Borrowing shall constitute a representation and warranty by the Borrower that on the date of such A Borrowing such statements are true): (a) The representations and warranties of the Borrower contained in Article IV (other than the representation set forth in the second sentence of Section 4.01(e), to the extent the proceeds of such A Borrowing are used to repay Commercial Paper) are correct on and as of the date of such A Borrowing, before and immediately after giving effect to such A Borrowing and to the application of the proceeds therefrom, the following statements shall be true and correct, and the giving by the Borrower of the applicable Notice of A Borrowing and the acceptance by the Borrower of the proceeds of such A Borrowing shall constitute its representation and warranty that on and as of the date of such A Borrowing, before and immediately after giving effect thereto and to the application of the proceeds therefrom, the following statements are true and correct: (a) each representation and warranty contained in Section 4.01 is correct in all material respects as though made on and as of such date (ordate, if except to the extent that any such representation and or warranty is stated expressly relates only to be made an earlier date, in which case they were correct as at a specific date or for a specific period, as at the original specified date or with respect to the original specified period);of such earlier date; and (b) no No event has occurred and is continuing, or would result from such A BorrowingBorrowing or from the application of the proceeds therefrom, which constitutes an Event of Default or would constitute an a Potential Event of Default but for the requirement that notice be given or time elapse or both; and (c) the aggregate amount of the borrowings under this Agreement (including such A Borrowing) and under other agreements or facilities or evidenced by other instruments or documents is not in excess of the aggregate amount of such borrowings approved as of such date by the Board of Directors of the BorrowerDefault.

Conditions Precedent to Each A Borrowing. The obligation of each Lender to make an A Advance on the occasion of each A Borrowing (including the initial A AdvanceBorrowing) on the occasion of any A Borrowing shall be subject to the further conditions precedent that on or before the date Drawdown Date of such A Borrowing this Agreement (a) the following statements shall be true, and the Agent shall have become received for the account of such Lender a certificate signed by a duly authorized officer of the Borrower, effective pursuant to Section 3.01 and that on as of the date of such A Borrowing, before stating that (and immediately after giving effect to such A Borrowing and to the application each of the proceeds therefrom, the following statements shall be true and correct, and the giving by the Borrower of the applicable Notice of A Borrowing and the acceptance by the Borrower of the proceeds of such A Borrowing shall constitute its a representation and warranty by the Borrower that on the date of such A Borrowing such statements are true): (i) The representations and warranties contained in Section 4.01 are correct on and as of the date of such A Borrowing, before and immediately after giving effect thereto to such A Borrowing and to the application of the proceeds therefrom, the following statements are true and correct: (a) each representation and warranty contained in Section 4.01 is correct in all material respects as though made on and as of such date (ordate, if such except that the representation and warranty is stated to set forth in the last sentence of Section 4.01(e) shall be made as at a specific date only (y) on the occasion of the initial A Borrowing on or for a specific periodafter December 17, as at 1996 and (z) on the original specified date or with respect occasion of each A Borrowing resulting in an aggregate outstanding principal amount of A Advances greater than such amount outstanding immediately prior to the original specified period);such A Borrowing, and (bii) no event No Default or Event of Default has occurred and is continuing, or would result from such A Borrowing, which constitutes an Event Borrowing or from the application of Default or would constitute an Event of Default but for the requirement that notice be given or time elapse or bothproceeds therefrom; and and (cb) the aggregate amount of the borrowings under this Agreement (including Agent shall have received such A Borrowing) and under other agreements or facilities or evidenced by other instruments approvals, opinions or documents is not in excess of as any Lender (other than the aggregate amount of such borrowings approved as of such date by Designated Bidders) through the Board of Directors of the BorrowerAgent may reasonably request.

Conditions Precedent to Each A Borrowing. The obligation of each Lender to make an A Advance on the occasion of each A Borrowing (including the initial A AdvanceBorrowing) on the occasion of any A Borrowing shall be subject to the further conditions precedent that (i) the Agent shall have received a Notice of A Borrowing with respect thereto in accordance with Section 2.02 and (ii) on or before the date of such A Borrowing this Agreement shall have become effective pursuant to Section 3.01 and that on the date of such A Borrowing, before and immediately after giving effect to such A Borrowing and to the application of the proceeds therefrom, the following statements shall be true (and correct, and each of the giving by the Borrower of the applicable Notice of A Borrowing and the acceptance by the Borrower of the proceeds of such A Borrowing shall constitute its a representation and warranty by the Borrower that on the date of such A Borrowing such statements are true): (a) The representations and warranties of the Borrower contained in Article IV (other than the representations set forth in the second sentence of Section 4.01(e) to the extent the proceeds of such A Borrowing are used to repay Commercial Paper) are correct on and as of the date of such A Borrowing, before and immediately after giving effect thereto to such A Borrowing and to the application of the proceeds therefrom, the following statements are true and correct: (a) each representation and warranty contained in Section 4.01 is correct in all material respects as though made on and as of such date (ordate, if except to the extent that any such representation and or warranty is stated expressly relates only to be made an earlier date, in which case they were correct as at a specific date or for a specific period, as at the original specified date or with respect to the original specified period);of such earlier date; and (b) no No event has occurred and is continuing, or would result from such A BorrowingBorrowing or from the application of the proceeds therefrom, which constitutes an Event of Default or would constitute an a Potential Event of Default but for the requirement that notice be given or time elapse or both; and (c) the aggregate amount of the borrowings under this Agreement (including such A Borrowing) and under other agreements or facilities or evidenced by other instruments or documents is not in excess of the aggregate amount of such borrowings approved as of such date by the Board of Directors of the BorrowerDefault.

Conditions Precedent to Each A Borrowing. The obligation of each Lender to make an A Advance on the occasion of each A Borrowing (including the initial A AdvanceBorrowing) on that would cause the occasion aggregate principal amount of any A Borrowing Advances outstanding hereunder to increase shall be subject to the further conditions precedent that on or before the date of such A Borrowing this Agreement shall have become effective pursuant to Section 3.01 and that that, on the date of such A Borrowing, before and immediately after giving effect to such A Borrowing and to the application of the proceeds therefrom, : (a) the following statements shall be true and correct, correct (and each of the giving by the Borrower of the applicable Notice of A Borrowing and the acceptance by the Borrower of the proceeds therefrom shall constitute a representation and warranty by the Borrower that, on the date of such A Borrowing shall constitute its representation Borrowing, such statements are true and warranty that correct): (i) the representations and warranties contained in Section 4.01 are true and correct on and as of the date of such A Borrowing, before and immediately after giving effect thereto and to the application of the proceeds therefrom, the following statements are true and correct: (a) each representation and warranty contained in Section 4.01 is correct in all material respects as though made on and as of such date (or, if such representation and warranty is stated to be made as at a specific date or for a specific period, as at the original specified date or with respect to the original specified period);date; and (bii) no event has occurred and is continuing, or would result from such A BorrowingBorrowing or from the application of the proceeds therefrom, which that constitutes an Event of Default or would constitute an Event Unmatured Default; (b) the Agent shall have received certified copies of Default but for the requirement that notice be given Post December 31, 2000 Borrowing Approvals (in the case of any A Borrowing on or time elapse or bothafter December 31, 2000); and (c) the aggregate amount of the borrowings under this Agreement (including Agent shall have received such A Borrowing) and under other agreements or facilities or evidenced by other instruments approvals, opinions, or documents is not as the Agent, or the Majority Lenders through the Agent, may reasonably request, and such approvals, opinions, and documents shall be satisfactory in excess of form and substance to the aggregate amount of such borrowings approved as of such date by the Board of Directors of the BorrowerAgent.

Conditions Precedent to Each A Borrowing. The obligation of each Lender to make an A Advance (including the initial A Advance) on the occasion of any each A Borrowing shall be subject to the further conditions precedent that the Restatement Date shall have occurred and on or before the date of such A Borrowing: (a) the following statements shall be true (and each of the giving of the applicable Notice of A Borrowing and the acceptance by the relevant Borrower of the proceeds of such A Borrowing shall constitute a representation and warranty by the Company that on the date of such A Borrowing this Agreement shall have become effective pursuant to such statements are true): (i) the representations and warranties contained in Section 3.01 4.01 (except the Excluded Representations) are correct on and that on as of the date of such A Borrowing, before and immediately after giving effect to such A Borrowing and to the application of the proceeds therefrom, the following statements shall be true and correct, and the giving by the Borrower of the applicable Notice of A Borrowing and the acceptance by the Borrower of the proceeds of such A Borrowing shall constitute its representation and warranty that on and as of the date of such A Borrowing, before and immediately after giving effect thereto and to the application of the proceeds therefrom, the following statements are true and correct: (a) each representation and warranty contained in Section 4.01 is correct in all material respects as though made on and as of such date (or, if such representation and warranty is stated to be made as at a specific date or for a specific period, as at the original specified date or with respect to the original specified period);date; and (bii) no event has occurred and is continuing, or would result from such A BorrowingBorrowing or from the application of the proceeds therefrom, which that constitutes an Event of Default a Default; (b) the Administrative Agent shall have received such other approvals, opinions or would constitute an Event of Default but for documents as any Lender through the requirement that notice be given or time elapse or bothAdministrative Agent may reasonably request; and (c) in the aggregate amount case of the borrowings under this Agreement (including first Borrowing by a Designated Borrower, such A Borrowing) Borrower shall have furnished to the Administrative Agent such corporate documents, resolutions and under other agreements or facilities or evidenced by other instruments or documents is not in excess of legal opinions relating to such Designated Borrower as the aggregate amount of such borrowings approved as of such date by the Board of Directors of the BorrowerAdministrative Agent may reasonably require.

Conditions Precedent to Each A Borrowing. The obligation of each Lender Bank to make an A Advance (including the initial A Advance) on the occasion of any A Borrowing shall be subject to the further conditions precedent that on or before the date of such A Borrowing this Agreement (a) in the case of the initial A Borrowing the Administrative Agent shall have become effective pursuant received evidence satisfactory to Section 3.01 it that the commitments of the lenders under the Existing Credit Agreement have been terminated and that on all amounts owing under the date Existing Credit Agreement have been paid in full or will be paid in full simultaneously with the making of such (or out of the proceeds of) the initial A Borrowing, before and immediately after giving effect including without limitation such amounts (if any) as may be required to compensate each Bank for any break-funding costs resulting from such payment, (b) the Administrative Agent shall have received a Notice of A Borrowing in accordance with Section 2.02 and to the application of the proceeds therefrom, (c) the following statements shall be true (and correct, and each of the giving by the Borrower of the applicable Notice of A Borrowing and the acceptance by the Borrower of the proceeds of such A Borrowing shall constitute its a representation and warranty by the Borrower that on the date of such A Borrowing such statements are true): (i) the representations and warranties contained in Article V, other than Section 5.04(b) and Section 5.05, are true and correct in all material respects on and as of the date of such A Borrowing, before and immediately after giving effect thereto to such A Borrowing and to the application of the proceeds therefrom, the following statements are true and correct: (a) each representation and warranty contained in Section 4.01 is correct in all material respects as though made on and as of such date (or, if such representation and warranty is stated to be made as at a specific date or for a specific period, as at the original specified date or with respect to the original specified period);date, (bii) no event has occurred and is continuing, or would result from such A BorrowingBorrowing or from the application of the proceeds therefrom, which constitutes a Default or an Event of Default or would constitute an Event of Default but for the requirement that notice be given or time elapse or both; Default, and (ciii) after giving effect to such A Borrowing and all other Borrowings which have been requested on or prior to such date but which have not been made prior to such date, the aggregate principal amount of all Borrowings will not exceed the borrowings under this Agreement (including such A Borrowing) and under other agreements or facilities or evidenced by other instruments or documents is not in excess aggregate of the aggregate amount of such borrowings approved as of such date by Commitments to the Board of Directors of the BorrowerBorrower (computed without regard to any B Reduction).

Conditions Precedent to Each A Borrowing. The obligation of each Lender to make an A Advance on the occasion of each A Borrowing (including the initial A AdvanceBorrowing) on the occasion of any A Borrowing shall be subject to the further conditions precedent that (i) Agent shall have received a Notice of A Borrowing with respect thereto in accordance with Section 2.02 and (ii) on or before the date of such A Borrowing this Agreement shall have become effective pursuant to Section 3.01 and that on the date of such A Borrowing, before and immediately after giving effect to such A Borrowing and to the application of the proceeds therefrom, the following statements shall be true (and correct, and each of the giving by the Borrower of the applicable Notice of A Borrowing and the acceptance by the Borrower of the proceeds of such A Borrowing shall constitute its a representation and warranty by the Borrower that on the date of such A Borrowing such statements are true): (a) The representations and warranties of the Borrower contained in Article IV (other than the representation set forth in the second sentence of Section 4.01(e), to the extent the proceeds of such A Borrowing are used to repay Commercial Paper) are correct on and as of the date of such A Borrowing, before and immediately after giving effect thereto to such A Borrowing and to the application of the proceeds therefrom, the following statements are true and correct: (a) each representation and warranty contained in Section 4.01 is correct in all material respects as though made on and as of such date (ordate, if except to the extent that any such representation and or warranty is stated expressly relates only to be made an earlier date, in which case they were correct as at a specific date or for a specific period, as at the original specified date or with respect to the original specified period);of such earlier date; and (b) no No event has occurred and is continuing, or would result from such A BorrowingBorrowing or from the application of the proceeds therefrom, which constitutes an Event of Default or would constitute an a Potential Event of Default but for the requirement that notice be given or time elapse or both; and (c) the aggregate amount of the borrowings under this Agreement (including such A Borrowing) and under other agreements or facilities or evidenced by other instruments or documents is not in excess of the aggregate amount of such borrowings approved as of such date by the Board of Directors of the BorrowerDefault.

Conditions Precedent to Each A Borrowing. The obligation of each Lender Bank to make an A Advance on the occasion of each A Borrowing (including the initial A AdvanceBorrowing) on the occasion of any A by each Borrower (including each Borrowing Subsidiary) shall be subject to the further conditions precedent that on or before the date of such A Borrowing this Agreement (a) the following statements shall be true and the Agent shall have become effective pursuant received for the account of such Bank a certificate signed by a duly authorized officer of the Company as follows: (i) The representations and warranties contained in subsections (a), (b), (c) and (d) of SECTION 4.01 and, if such A Borrowing is by a Borrowing Subsidiary, SECTION 4.02 (as to Section 3.01 such Borrowing Subsidiary) are correct in all material respects on and that on as of the date of such A Borrowing, before and immediately after giving effect to such A Borrowing and to the application of the proceeds therefrom, the following statements shall be true and correct, and the giving by the Borrower of the applicable Notice of A Borrowing and the acceptance by the Borrower of the proceeds of such A Borrowing shall constitute its representation and warranty that on and as of the date of such A Borrowing, before and immediately after giving effect thereto and to the application of the proceeds therefrom, the following statements are true and correct: (a) each representation and warranty contained in Section 4.01 is correct in all material respects as though made on and as of such date (ordate, if such representation and warranty is stated to be made as at a specific date or for a specific period, as at the original specified date or with respect to the original specified period);and (bii) no No event has occurred and is continuing, or would result from such A BorrowingBorrowing or from the application of the proceeds therefrom, which constitutes an Event of Default or would constitute an Event of Default but for Default; and (b) if the requirement that notice be given or time elapse or both; and (c) Agent shall have reasonably requested prior to the aggregate amount delivery of the borrowings under this Agreement (including Notice of Borrowing for such A Borrowing) and under other agreements or facilities or evidenced by other instruments or , approvals, opinions or, pursuant to SECTION 5.01(b)(xiii), documents is not in excess for the purpose of the aggregate amount of such borrowings approved as of such date verifying compliance by the Board Company or any Borrower with the 43- terms of Directors of this Agreement or with applicable law, the BorrowerAgent shall have received such approvals, opinions or documents.

Conditions Precedent to Each A Borrowing. The obligation of each Lender Bank to make an A Advance on the occasion of each A Borrowing (including the initial A AdvanceBorrowing) on the occasion of any A Borrowing shall be subject to the further conditions precedent that on or before the date of such A Borrowing this Agreement Borrowing: (a) the following statements shall be true and the Agent shall have become effective pursuant to received for the account of such Bank a certificate signed by a duly authorized officer of the Borrower as follows: (i) The representations and warranties contained in Section 3.01 6.01 (excluding those contained in subsec tions (e) and that (f)(i) thereof) are correct on and as of the date of such A Borrowing, before and immediately after giving effect to such A Borrowing and to the application of the proceeds therefrom, the following statements shall be true and correct, and the giving by the Borrower of the applicable Notice of A Borrowing and the acceptance by the Borrower of the proceeds of such A Borrowing shall constitute its representation and warranty that on and as of the date of such A Borrowing, before and immediately after giving effect thereto and to the application of the proceeds therefrom, the following statements are true and correct: (a) each representation and warranty contained in Section 4.01 is correct in all material respects as though made on and as of such date (or, if such representation and warranty is stated to be made as at a specific date or for a specific period, as at the original specified date or with respect to the original specified period);date, (bii) no No event has occurred and is continuing, or would result from such A BorrowingBorrowing or from the applica tion of the proceeds therefrom, which constitutes an Event of Default or which would constitute an Event of Default but for the requirement that notice be given or time elapse or both; , and (ciii) In the event that the Revolving Credit Facility is being used by the Borrower to backstop or otherwise support the issuance by the Borrower or any of its Subsidiaries of commercial paper, the amount by which the aggregate Commitments exceeds the Advances, after giving effect to such A Borrowing and to the application of the proceeds therefrom, is not less than the aggregate face amount of commercial paper of the Borrower and such Subsidiaries then outstanding; and and (b) the aggregate amount of the borrowings under this Agreement (including Agent shall have received such A Borrowing) and under other agreements or facilities or evidenced by other instruments approvals, opinions or documents is not in excess of as any Bank through the aggregate amount of such borrowings approved as of such date by the Board of Directors of the BorrowerAgent may reason ably request.

Conditions Precedent to Each A Borrowing. The obligation of each Lender to make an A Advance on the occasion of each A Borrowing (including the initial A AdvanceBorrowing) on the occasion of any A Borrowing shall be subject to the further conditions precedent that on or before the date of such A Borrowing this Agreement (a) the following statements shall have become effective pursuant to Section 3.01 be true (and each of the giving of the applicable Notice of A Borrowing and the acceptance by the Borrower or any Borrowing Subsidiary of the proceeds of such A Borrowing shall constitute a representation and warranty by the Borrower that on the date of such A Borrowing such statements are true): (i) The representations and warranties contained in Section 4.01 (other than the last sentence of Section 4.01(e) and other than Section 4.01(f)(i)) are correct in all material respects, on and as of the date of such A Borrowing, before and immediately after giving effect to such A Borrowing and to the application of the proceeds therefrom, the following statements shall be true and correct, and the giving by the Borrower of the applicable Notice of A Borrowing and the acceptance by the Borrower of the proceeds of such A Borrowing shall constitute its representation and warranty that on and as of the date of such A Borrowing, before and immediately after giving effect thereto and to the application of the proceeds therefrom, the following statements are true and correct: (a) each representation and warranty contained in Section 4.01 is correct in all material respects as though made on and as of such date (ordate, if such representation and warranty is stated to be made as at a specific date or for a specific period, as at the original specified date or with respect to the original specified period);and (bii) no No event has occurred and is continuing, or would result from such A BorrowingBorrowing or from the application of the proceeds therefrom, which constitutes an Event of Default or would constitute an Event of Default but for the requirement that notice be given or time elapse or both; and and (cb) the aggregate amount Administrative Agent shall have received such other approvals, opinions or documents as any Lender through the Administrative Agent may reasonably request, evidencing the accuracy of the borrowings under this Agreement (including such A Borrowing) representations and under warranties and compliance with other agreements or facilities or evidenced by other instruments or documents is not in excess conditions of the aggregate amount of such borrowings approved as of such date by the Board of Directors of the Borrowerlending.

Conditions Precedent to Each A Borrowing. The obligation of each Lender to make an A Advance (including the initial A Advance) on the occasion of any A Borrowing shall be subject to the further conditions precedent that on or before the date of such A Borrowing this Agreement shall have become effective pursuant to Section 3.01 and that on the date of such A Borrowing, before and immediately after giving effect to such A Borrowing and to the application of the proceeds therefrom, the following statements shall be true and correct, and the giving by the Borrower of the applicable Notice of A Borrowing and the acceptance by the Borrower of the proceeds of such A Borrowing shall constitute its representation and warranty that on and as of the date of such A Borrowing, before and immediately after giving effect thereto and to the application of the proceeds therefrom, the following statements are true and correct: (a) each representation and warranty contained in Section 4.01 is correct in all material respects as though made on and as of such date (or, if such representation and warranty is stated to be made as at a specific date or for a specific period, as at the original specified date or with respect to the original specified period); (b) no event has occurred and is continuing, or would result from such A Borrowing, which constitutes an Event of Default or would constitute an Event of Default but for the requirement that notice be given or time elapse or both; and (c) the aggregate amount of the borrowings under this Agreement (including such A Borrowing) and under other agreements or facilities or evidenced by other instruments or documents is not in excess of the aggregate amount of such borrowings approved as of such date by the Board of Directors of the Borrower.

Conditions Precedent to Each A Borrowing. The obligation of each Lender to make an A Advance on the occasion of each A Borrowing (including the initial A AdvanceBorrowing) on the occasion of any A Borrowing shall be subject to the further conditions precedent that (i) the Agent shall have received the written confirmatory Notice of A Borrowing with respect thereto and (ii) on or before the date of such A Borrowing this Agreement shall have become effective pursuant to Section 3.01 and that on the date of such A Borrowing, before and immediately after giving effect to such A Borrowing and to the application of the proceeds therefrom, (a) the following statements shall be true (and correct, and each of the giving by the Borrower of the applicable Notice of A Borrowing and the acceptance by the Borrower of the proceeds of such A Borrowing shall constitute its a representation and warranty by the Borrower that on the date of such A Borrowing such statements are true): (1) The representations and warranties contained in Section 4.01 are correct on and as of the date of such A Borrowing (except the representation contained in Section 4.01(e) which shall be made only upon the initial A Borrowing), before and immediately after giving effect thereto to such A Borrowing and to the application of the proceeds therefrom, the following statements are true and correct: (a) each representation and warranty contained in Section 4.01 is correct in all material respects as though made on and as of such date (or, if such representation and warranty is stated to be made as at a specific date or for a specific period, as at the original specified date or with respect except to the original specified periodextent such representations or warranties specifically relate to an earlier date, in which case they shall be true and correct as of such date);, (b2) no event No Default or Event of Default has occurred and is continuing, or would result from such A BorrowingBorrowing or from the application of the proceeds therefrom, which constitutes an Event of Default or would constitute an Event of Default but for the requirement that notice be given or time elapse or both; and (c3) The aggregate amount of such A Borrowing and all other Borrowings to be made on the same day hereunder is within the aggregate amount of the borrowings under this Agreement (including such A Borrowing) and under other agreements or facilities or evidenced by other instruments or documents is not in excess unused Commitments of the aggregate amount of such borrowings approved as of such date by the Board of Directors of the Borrower.Lenders, and

Conditions Precedent to Each A Borrowing. The obligation of each Lender to make an A Advance (including the initial A Advance) on the occasion of any A Borrowing shall be subject to the further conditions precedent that on or before the date of such A Borrowing this Agreement shall have become effective pursuant to Section 3.01 and that on the date of such A Borrowing, before and immediately after giving effect to such A Borrowing and to the application of the proceeds therefrom, the following statements shall be true and correct, and the giving by the Borrower of the applicable Notice of A Borrowing and the acceptance by the Borrower of the proceeds of such A Borrowing shall constitute its representation and warranty that on and as of the date of such A Borrowing, before and immediately after giving effect thereto and to the application of the proceeds therefrom, the following statements are true and correct: (a) each Each representation and warranty contained in Section 4.01 is correct in all material respects as though made on and as of such date (or, if such representation and warranty is stated to be made as at a specific date or for a specific period, as at the original specified date or with respect to the original specified period); (b) no No event has occurred and is continuing, or would result from such A Borrowing, which constitutes an Event of Default or would constitute an Event of Default but for the requirement that notice be given or time elapse or both; and (c) the The aggregate amount of the borrowings under this Agreement (including such A Borrowing) and under other agreements or facilities or evidenced by other instruments or documents is not in excess of the aggregate amount of such borrowings approved as of such date by the Board of Directors of the Borrower.