Common use of Conditions Precedent to Each Borrowing, Issuance, Commitment Increase and Extension Date Clause in Contracts

Conditions Precedent to Each Borrowing, Issuance, Commitment Increase and Extension Date. The obligation of each Lender to make a Loan on the occasion of each Borrowing, the obligation of any Issuing Bank to issue a Letter of Credit, each Commitment Increase and each extension of Commitments pursuant to Section 2.20 shall be subject to the conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing or issuance, the applicable Increase Date or the applicable Extension Date (a) the following statements shall be true (and each of the giving of the applicable Borrowing Request, request for issuance, request for Commitment Increase or request for Commitment extension and the acceptance by the Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Borrower that on the date of such Borrowing or issuance, such Increase Date or such Extension Date such statements are true): (i) the representations and warranties contained in Section 4.01 (except, in the case of Borrowings, the representations set forth in Sections 4.01(d)(ii) and 4.01(e)), are correct on and as of such date, before and after giving effect to such Borrowing or issuance, such Commitment Increase or such Extension Date, as though made on and as of such date (or, in the case of any representation made expressly as of a specified date, as of the date so specified), and (ii) no event has occurred and is continuing, or would result from such Borrowing or issuance, such Commitment Increase or such Extension Date or from the application of the proceeds therefrom, that constitutes a Default; and (b) in the case of a Commitment Increase or extension of Commitments pursuant to Section 2.20 only, the Administrative Agent shall have received such other approvals, opinions or documents as any Lender through the Administrative Agent may reasonably request.

Conditions Precedent to Each Borrowing, Issuance, Commitment Increase and Extension Date. The obligation of each Lender to make a Loan an Advance (other than an Advance made by any Issuing Bank or any Lender pursuant to Section 2.03(c)) on the occasion of each Borrowing after the date of the initial Borrowing, the obligation of any each Issuing Bank to issue a Letter of Credit, each Commitment Increase and each extension of Commitments pursuant to Section 2.20 2.19 shall be subject to the conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing or issuanceBorrowing, such Issuance, the applicable Increase Date or the applicable Extension Date Date (a) the following statements shall be true (and each of the giving of the applicable Borrowing RequestNotice of Borrowing, request for issuanceNotice of Issuance, request for Commitment Increase or and request for Commitment extension and the acceptance by the Borrower of the proceeds of such Borrowing or Issuance shall constitute a representation and warranty by the Borrower that on the date of such Borrowing or issuanceBorrowing, such Issuance, such Increase Date or such Extension Date such statements are true): (i) the representations and warranties contained in Section 4.01 (except, in the case of Borrowingsany Borrowing after the date of the initial Borrowing or any Issuance, the representations set forth in Sections 4.01(d)(iithe last sentence of subsection (e)(i) thereof and 4.01(e)), in subsection (f)(i) thereof) are correct in all material respects on and as of such date, before and after giving effect to such Borrowing or issuanceRevolving Credit Borrowing, Issuance, such Commitment Increase or such Extension DateDate and to the application of the proceeds therefrom, as though made on and as of such date (or, in the case of any representation made expressly as of a specified date, as of the date so specified), and (ii) no event has occurred and is continuing, or would result from such Borrowing or issuanceRevolving Credit Borrowing, Issuance, such Commitment Increase or such Extension Date or from the application of the proceeds therefrom, that constitutes a Default; and (b) in the case of a Commitment Increase or extension of Commitments pursuant to Section 2.20 only, the Administrative Agent shall have received such other approvals, opinions or documents as any Lender through the Administrative Agent may reasonably request.

Conditions Precedent to Each Borrowing, Issuance, Commitment Increase and Extension Date. The obligation of each Lender to make a Loan an Advance (other than an Advance made by any Issuing Bank or any Lender pursuant to Section 2.03(c)) on the occasion of each Borrowing, the obligation of any each Issuing Bank to issue a Letter of Credit, each Commitment Increase and each extension of Commitments pursuant to Section 2.20 2.19 shall be subject to the conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing or Borrowing, such issuance, the applicable Increase Date or the applicable Extension Date Date (aas the case may be) the following statements shall be true (and each of the giving of the applicable Borrowing RequestNotice of Borrowing, request for issuanceNotice of Issuance, request for Commitment Increase or Increase, request for Commitment extension and the acceptance by the Borrower of the proceeds of such Borrowing Borrowing, such issuance, such increase or such extension, shall constitute a representation and warranty by the Borrower that on the date of such Borrowing or Borrowing, such issuance, such request for Commitment Increase Date or such Extension Date request for Commitment extension, that such statements are true): (ia) the representations and warranties contained in Section 4.01 (except, in the case of Borrowings, the representations set forth in Sections 4.01(d)(ii) and 4.01(e)), are correct on and as of such date, before and after giving effect to such Borrowing or Borrowing, such issuance, such Commitment Increase or such Extension DateDate and to the application of the proceeds therefrom, as though made on and as of such date date, except for the purposes of this Section 3.02(a), (ori) to the extent that such representations and warranties specifically refer to an earlier date, in the case of any representation made expressly such representations and warranties shall be true and correct as of a specified such earlier date, (ii) the representations and warranties contained in subsections (i) and (ii) of Section 4.01(e) shall be deemed to refer to the most recent financial statements furnished pursuant to subsections (i) and (ii), respectively, of Section 5.01(a), and (iii) the representations and warranties set forth in subsection 4.01(e)(iii) and in subsection 4.01(f)(i) need to be true and correct only as of the date so specified)Effective Date, each Increase Date and each Extension Date, and (iib) no event has occurred and is continuing, or would result from such Borrowing or Borrowing, such issuance, such Commitment Increase or such Extension Date or from the application of the proceeds therefrom, that constitutes a Default; and (b) in the case of a Commitment Increase or extension of Commitments pursuant to Section 2.20 only, the Administrative Agent shall have received such other approvals, opinions or documents as any Lender through the Administrative Agent may reasonably request.

Conditions Precedent to Each Borrowing, Issuance, Commitment Increase and Extension Date. The obligation of each Lender and each Swing Line Bank to make an Advance (other than (x) a Loan participation in a Swing Line Advance made by a Lender pursuant to Section 2.02(b) or (y) an Advance made by any Issuing Bank or any Lender pursuant to Section 2.03(c)) on the occasion of each Borrowing, the obligation of any each Issuing Bank to issue a Letter of Credit, each Commitment Increase and each extension of the Commitments pursuant to Section 2.20 2.19 shall be subject to the conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing or Borrowing, such issuance, the applicable Increase Date or the applicable Extension Date Date (as the case may be) (a) the following statements shall be true (and each of the giving of the applicable Borrowing RequestNotice of Revolving Credit Borrowing, request for issuanceNotice of Swing Line Borrowing, Notice of Issuance, request for Commitment Increase or Increase, request for Commitment extension and the acceptance by the applicable Borrower of the proceeds of such Borrowing Borrowing, such issuance or such Increase Date shall constitute a representation and warranty by the such Borrower that on the date of such Borrowing or Borrowing, date of such issuance, such Increase Date or such Extension Date such statements are true): (i) the representations and warranties contained in Section 4.01 (exceptexcept the representations set forth in the last sentence of subsection (e) thereof) and, in the case of Borrowingsany Borrowing of issuance made to or on behalf of a Designated Subsidiary, in the representations set forth in Sections 4.01(d)(ii) and 4.01(e))Designation Agreement for such Designated Subsidiary, are correct on and as of such date, before and after giving effect to such Borrowing or Borrowing, such issuance, such Commitment Increase or such Extension DateDate and to the application of the proceeds therefrom, as though made on and as of such date (or, in the case of any representation made expressly as of a specified date, as of the date so specified), and (ii) no event has occurred and is continuing, or would result from such Borrowing or Borrowing, such issuance, such Commitment Increase or such Extension Date (as the case may be) or from the application of the proceeds therefrom, that constitutes a Default; and (b) in the case of a Commitment Increase or extension of Commitments pursuant to Section 2.20 only, the Administrative Agent shall have received such other approvals, opinions or documents as any Lender through the Administrative Agent may reasonably request. In addition to the other conditions precedent herein set forth, if any Lender becomes, and during the period it remains, a Defaulting Lender, no Issuing Bank will be required to issue any Letter of Credit or to amend any outstanding Letter of Credit to increase the face amount thereof, alter the drawing terms thereunder or extend the expiry date thereof, and no Swing Line Bank will be required to make any Swing Line Advance, unless such Issuing Bank or such Swing Line Bank, as the case may be, is satisfied that any exposure that would result therefrom is eliminated or fully covered by the Commitments of the Non-Defaulting Lenders or by Cash Collateralization or a combination thereof reasonably satisfactory to such Issuing Bank or such Swing Line Bank.

Conditions Precedent to Each Borrowing, Issuance, Commitment Increase and Extension Date. The obligation of each Lender to make a Loan an Advance (other than an Advance made by any Issuing Bank or any Lender pursuant to Section 2.03(c)) on the occasion of each Borrowing, the obligation of any each Issuing Bank to issue a Letter of Credit, each Commitment Increase and each extension of Commitments pursuant to Section 2.20 2.19 shall be subject to the NYDOCS02/1129523.1 conditions precedent that the Effective Restatement Date shall have occurred and on the date of such Borrowing or Borrowing, such issuance, the applicable Increase Date or the applicable Extension Date Date (as the case may be) (a) the following statements shall be true (and each of the giving of the applicable Borrowing RequestNotice of Borrowing, request for issuanceNotice of Issuance, request for Commitment Increase or request for Commitment extension and the acceptance by the any Borrower of the proceeds of such Borrowing Borrowing, such issuance, such Increase Date or such extension of Commitments shall constitute a representation and warranty by the such Borrower that on the date of such Borrowing Borrowing, such issuance or issuance, such Increase Date or such Extension Date such statements are true): (i) the representations and warranties contained in Section 4.01 (except, in the case of BorrowingsBorrowings and issuances, the representations set forth in Sections 4.01(d)(iithe last sentence of subsection (e) thereof and 4.01(e)), in subsection (f)(i) thereof) are correct on and as of such date (except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true on and as of such earlier date), before and after giving effect to such Borrowing or Borrowing, such issuance, such Commitment Increase or such Extension Dateextension of Commitments and to the application of the proceeds therefrom, as though made on and as of such date, and additionally, if such Borrowing or issuance shall have been requested by a Designated Subsidiary, the representations and warranties of such Designated Subsidiary contained in its Designation Agreement are correct on and as of the date of such Borrowing or such issuance, before and after giving effect to such Borrowing, such issuance, such Commitment Increase or such extension of Commitments and to the application of the proceeds therefrom, as though made on and as of such date (orexcept to the extent such representations and warranties specifically relate to an earlier date, in the which case of any representation made expressly such representations and warranties shall have been true on and as of a specified such earlier date, as of the date so specified), and (ii) no event has occurred and is continuing, or would result from such Borrowing or Borrowing, such issuance, such Commitment Increase or such Extension Date extension of Commitments or from the application of the proceeds therefrom, that constitutes a Default; , and (b) in the case of a Commitment Increase if such Borrowing or extension of Commitments pursuant to Section 2.20 only, the Administrative Agent issuance shall have received been requested by a Designated Subsidiary that is a Foreign Subsidiary, it shall not be illegal or contravene any law or regulation for such other approvalsLender to make, opinions maintain or documents as any Lender through the Administrative Agent may reasonably requestparticipate in such Borrowing or issuance.

Conditions Precedent to Each Borrowing, Issuance, Commitment Increase and Extension Date. The obligation of each Lender to make a Loan an Advance (other an Advance made by any Issuing Bank or any Lender pursuant to Section 2.03(c)) on the occasion of each Borrowing, the obligation of any each Issuing Bank to issue a Letter of Credit, each Commitment Increase and each extension of Commitments pursuant to Section 2.20 2.19 shall be subject to the conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing or Borrowing, such issuance, the applicable Increase Date or the applicable Extension Date Date (as the case may be) (a) the following statements shall be true (and each of the giving of the applicable Borrowing RequestNotice of Borrowing, request for issuanceNotice of Issuance, request for Commitment Increase or request for Commitment extension and the acceptance by the any Borrower of the proceeds of such Borrowing or such issuance shall constitute a representation and warranty by the such Borrower that on the date of such Borrowing or Borrowing, such issuance, such Increase Date or such Extension Date such statements are true): (i) the representations and warranties contained in Section 4.01 (except, in the case of BorrowingsBorrowings and issuances, the representations set forth in Sections 4.01(d)(iithe last sentence of subsection (e) thereof and 4.01(e)), in subsection (f)(i) thereof) are correct in all material respects on and as of such date, before and after giving effect to such Borrowing or Borrowing, such issuance, such Commitment Increase or such Extension DateDate and to the application of the proceeds therefrom, as though made on and as of such date (or, in the case of any representation made expressly as of a specified date, as of the date so specified), and (ii) no event has occurred and is continuing, or would result from such Borrowing or Borrowing, such issuance, such Commitment Increase or such Extension Date or from the application of the proceeds therefrom, that constitutes a Default; and (b) in the case of a Commitment Increase or extension of Commitments pursuant to Section 2.20 only, the Administrative Agent shall have received such other approvals, opinions information in respect of the Company or documents any of its Subsidiaries as any Lender through the Administrative Agent may reasonably request.. In addition to the other conditions precedent herein set forth, if any Lender becomes, and during the period it remains, a Defaulting Lender, no Issuing Bank will be required to issue any Letter of Credit or to amend any outstanding Letter of Credit to increase the face amount thereof, alter the drawing terms thereunder or extend the expiry date thereof, unless such Issuing Bank is satisfied that any exposure that would result therefrom is eliminated or fully covered by the Commitments of the non-Defaulting Lenders or by cash collateralization or a combination thereof satisfactory to such Issuing Bank

Conditions Precedent to Each Borrowing, Issuance, Commitment Increase and Extension Date. The obligation of each Lender to make a Loan an Advance (other than an Advance made by any Issuing Bank or any Lender pursuant to Section 2.03(c)) on the occasion of each Borrowing, the obligation of any each Issuing Bank to issue a Letter of Credit, each Commitment Increase and each extension of Commitments pursuant to Section 2.20 2.19 shall be subject to the conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing or Borrowing, such issuance, the applicable Increase Date or the applicable Extension DateDate (as the case may be) (a) the following statements shall be true (and each of the giving of the applicable Borrowing RequestNotice of Borrowing, request for issuanceNotice of Issuance, request for Commitment Increase or request for Commitment extension extension, and the acceptance by the applicable Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the such Borrower that on the date of such Borrowing or Borrowing, date of such issuance, such Increase Date or such Extension Date such statements are true): (i) the representations and warranties contained in Section 4.01 (exceptexcept the representations set forth in the last sentence of subsection (e) thereof) and, in the case of Borrowingsany Borrowing of issuance made to or on behalf of a Designated Subsidiary, in the representations set forth in Sections 4.01(d)(ii) and 4.01(e))Designation Agreement for such Designated Subsidiary, are correct on and as of such date, before and after giving effect to such Borrowing or Borrowing, such issuance, such Commitment Increase or such Extension DateDate and to the application of the proceeds therefrom, as though made on and as of such date (or, in the case of any representation made expressly as of a specified date, as of the date so specified), and (ii) no event has occurred and is continuing, or would result from such Borrowing or Borrowing, such issuance, such Commitment Increase or such Extension Date (as the case may be) or from the application of the proceeds therefrom, that constitutes a Default; and (b) in the case of a Commitment Increase or extension of Commitments pursuant to Section 2.20 only, the Administrative Agent shall have received such other approvals, opinions or documents as any Lender through the Administrative Agent may reasonably request.

Conditions Precedent to Each Borrowing, Issuance, Commitment Increase and Extension Date. The obligation of each Lender to make a Loan an Advance (other an Advance made by any Issuing Bank or any Lender pursuant to Section 2.03(c)) on the occasion of each Borrowing, the obligation of any each Issuing Bank to issue a Letter of Credit, each Commitment Increase and each extension of Commitments pursuant to Section 2.20 2.19 shall be subject to the conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing or Borrowing, such issuance, the applicable Increase Date or the applicable Extension Date Date (as the case may be) (a) the following statements shall be true (and each of the giving of the applicable Borrowing RequestNotice of Borrowing, request for issuanceNotice of Issuance, request for Commitment Increase or request for Commitment extension and the acceptance by the any Borrower of the proceeds of such Borrowing or such issuance shall constitute a representation and warranty by the such Borrower that on the date of such Borrowing or Borrowing, such issuance, such Increase Date or such Extension Date such statements are true): (i) the representations and warranties contained in Section 4.01 (except, in the case of BorrowingsBorrowings and issuances, the representations set forth in Sections 4.01(d)(iithe last sentence of subsection (e) thereof and 4.01(e)), in subsection (f)(i) thereof) are correct in all material respects on and as of such date, before and after giving effect to such Borrowing or Borrowing, such issuance, such Commitment Increase or such Extension DateDate and to the application of the proceeds therefrom, as though made on and as of such date (or, in the case of any representation made expressly as of a specified date, as of the date so specified), and (ii) no event has occurred and is continuing, or would result from such Borrowing or Borrowing, such issuance, such Commitment Increase or such Extension Date or from the application of the proceeds therefrom, that constitutes a Default; and (b) in the case of a Commitment Increase or extension of Commitments pursuant to Section 2.20 only, the Administrative Agent shall have received such other approvals, opinions information in respect of the Company or documents any of its Subsidiaries as any Lender through the Administrative Agent may reasonably request. In addition to the other conditions precedent herein set forth, if any Lender becomes, and during the period it remains, a Defaulting Lender, no Issuing Bank will be required to issue any Letter of Credit or to amend any outstanding Letter of Credit to increase the face amount thereof, alter the drawing terms thereunder or extend the expiry date thereof unless such Issuing Bank is satisfied that any Fronting Exposure that would result therefrom is eliminated or fully covered by the Commitments of the Non-Defaulting Lenders or by Cash Collateralization or a combination thereof satisfactory to such Issuing Bank.

Conditions Precedent to Each Borrowing, Issuance, Commitment Increase and Extension Date. The obligation of each Lender to make a Loan an Advance (other than an Advance made by any Issuing Bank or any Lender pursuant to Section 2.03(c)) on the occasion of each Borrowing, the obligation of any each Issuing Bank to issue a Letter of Credit, each Commitment Increase and each extension of Commitments pursuant to Section 2.20 2.19 shall be subject to the conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing or Borrowing, such issuance, the applicable Increase Date or the applicable Extension Date Date (as the case may be) (a) the following statements shall be true (and each of the giving of the applicable Borrowing RequestNotice of Borrowing, request for issuanceNotice of Issuance, request for Commitment Increase or request for Commitment extension and the acceptance by the any Borrower of the proceeds of such Borrowing Borrowing, such issuance, such Increase Date or such extension of Commitments shall constitute a representation and warranty by the such Borrower that on the date of such Borrowing Borrowing, such issuance or issuance, such Increase Date or such Extension Date such statements are true): (i) the representations and warranties contained in Section 4.01 (except, in the case of BorrowingsBorrowings and issuances, the representations set forth in Sections 4.01(d)(iithe last sentence of subsection (e) thereof and 4.01(e)), in subsection (f)(i) thereof) are correct on and as of such date (except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true on and as of such earlier date), before and after giving effect to such Borrowing or Borrowing, such issuance, such Commitment Increase or such Extension Dateextension of Commitments and to the application of the proceeds therefrom, as though made on and as of such date, and additionally, if such Borrowing or issuance shall have been requested by a Designated Subsidiary, the representations and warranties of such Designated Subsidiary contained in its Designation Agreement are correct on and as of the date of such Borrowing or such issuance, before and after giving effect to such Borrowing, such issuance, such Commitment Increase or such extension of Commitments and to the application of the proceeds therefrom, as though made on and as of such date (orexcept to the extent such representations and warranties specifically relate to an earlier date, in the which case of any representation made expressly such representations and warranties shall have been true on and as of a specified such earlier date, as of the date so specified), and (ii) no event has occurred and is continuing, or would result from such Borrowing or Borrowing, such issuance, such Commitment Increase or such Extension Date extension of Commitments or from the application of the proceeds therefrom, that constitutes a Default; , and (b) in the case of a Commitment Increase if such Borrowing or extension of Commitments pursuant to Section 2.20 only, the Administrative Agent issuance shall have received been requested by a Designated Subsidiary that is a Foreign Subsidiary, it shall not be illegal or contravene any law or regulation for such other approvalsLender to make, opinions maintain or documents as any Lender through the Administrative Agent may reasonably requestparticipate in such Borrowing or issuance.

Conditions Precedent to Each Borrowing, Issuance, Commitment Increase and Extension Date. The obligation of each Lender to make a Loan an Advance (other than an Advance made by any Issuing Bank or any Lender pursuant to Section 2.03(c)) on the occasion of each Borrowing, the obligation of any each Issuing Bank to issue a Letter of Credit, each Commitment Increase and each extension of Commitments pursuant to Section 2.20 2.19 shall be subject to the conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing or issuancesuch issuance (as the case may be), the applicable Increase Date or the applicable Extension Date (a) , the following statements shall be true (and each of the giving of the applicable Notice of Borrowing Request, request for issuance, request for Commitment Increase or request for Commitment extension Notice of Issuance and the acceptance by the Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Borrower that on the date of such Borrowing or issuance, date of such Increase Date or such Extension Date issuance such statements are true): (ia) the representations and warranties contained in Section 4.01 (exceptother than Section 4.01(k), and in the case of Borrowingsa Borrowing or issuance, the representations set forth in Sections 4.01(d)(iiSection 4.01(e)(ii) and 4.01(e4.01(f)(ii)), ) are correct on and as of such date, before and after giving effect to such Borrowing or issuance, such Commitment Increase or such Extension DateDate and to the application of the proceeds therefrom, as though made on and as of such date (or, in the case of any representation made expressly as of a specified date, as of the date so specified), and, (iib) no event has occurred and is continuing, or would result from such Borrowing or issuance, such Commitment Increase or such Extension Date or from the application of the proceeds therefrom, that constitutes a Default, (c) before and after giving effect to such Borrowing or such issuance and to the application of the proceeds therefrom, as though made on and as of such date, to the extent that the applicable Borrowings or issuances are required to be treated as short-term debt pursuant to the 1984 Order, the aggregate amount of Authorized Short Term Debt (as such term is defined in the 1984 Order) including the aggregate principal amount of all outstanding Advances that are required to be treated by the Borrower as short-term debt does not exceed 7% of the Borrower’s total capitalization, (d) to the extent that the applicable Borrowings or issuances are required to be treated as long-term debt pursuant to the 1986 Order, the aggregate amount of Continuing Debt (as such term is defined in the 1986 Order) including the aggregate principal amount of all outstanding Advances and Letters of Credit that are required to be treated by the Borrower as long-term debt has not exceeded, during any period of more than 30 days immediately prior to and including the date of the Borrowing or issuance, and will not exceed, during any period of more than 30 days at any time such Borrowing or Letter of Credit is outstanding, $2,698,917,000, and (e) before and after giving effect to such Borrowing or such issuance and to the application of the proceeds therefrom, as though made on and as of such date, the Indebtedness of the Borrower does not exceed that permitted by (i) applicable resolutions of the Board of Directors of the Borrower or (ii) applicable Arizona laws, rules or regulations; provided, however, that if the 1984 Order or the 1986 Order is superseded or modified by any Subsequent Order, the Borrower may, in consultation with the Lenders, revise the Notices of Borrowing or Notice of Issuance to the extent necessary to take into account any applicable limitations on the incurrence or maintenance of Indebtedness, so long as any revised Notice of Borrowing or Notice of Issuance (x) demonstrates that such Borrowing or issuance is authorized by the Subsequent Order and (by) in the case is accompanied by a favorable opinion of a Commitment Increase Sxxxx & Wxxxxx L.L.P. or extension of Commitments pursuant to Section 2.20 only, the Administrative Agent shall have received such other approvalscounsel to the Borrower as the Borrower may select and the Agent and the Required Lenders may approve, opinions or documents as any Lender through concerning such Subsequent Order, in form and substance satisfactory to the Administrative Agent may reasonably requestLenders.

Conditions Precedent to Each Borrowing, Issuance, Commitment Increase and Extension Date. The obligation of each Lender to make a Loan an Advance (other than an Advance made by any Issuing Bank or any Lender pursuant to Section 2.03(c)) on the occasion of each Borrowing, the obligation of any each Issuing Bank to issue a Letter of Credit, each Commitment Increase and each extension of Commitments pursuant to Section 2.20 2.19 shall be subject to the conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing or Borrowing, such issuance, the applicable Increase Date or the applicable Extension Date Date (as the case may be) (a) the following statements shall be true (and each of the giving of the applicable Borrowing RequestNotice of Borrowing, request for issuanceNotice of Issuance, request for Commitment Increase or request for Commitment extension and the acceptance by the any Borrower of the proceeds of such Borrowing Borrowing, such issuance, such Increase Date or such extension of Commitments shall constitute a representation and warranty by the such Borrower that on the date of such Borrowing Borrowing, such issuance or issuance, such Increase Date or such Extension Date such statements are true):): NYDOCS01/1357750.4 (i) the representations and warranties contained in Section 4.01 (except, in the case of BorrowingsBorrowings and issuances, the representations set forth in Sections 4.01(d)(iithe last sentence of subsection (e) thereof and 4.01(e)), in subsection (f)(i) thereof) are correct on and as of such date (except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true on and as of such earlier date), before and after giving effect to such Borrowing or Borrowing, such issuance, such Commitment Increase or such Extension Dateextension of Commitments and to the application of the proceeds therefrom, as though made on and as of such date, and additionally, if such Borrowing or issuance shall have been requested by a Designated Subsidiary, the representations and warranties of such Designated Subsidiary contained in its Designation Agreement are correct on and as of the date of such Borrowing or such issuance, before and after giving effect to such Borrowing, such issuance, such Commitment Increase or such extension of Commitments and to the application of the proceeds therefrom, as though made on and as of such date (orexcept to the extent such representations and warranties specifically relate to an earlier date, in the which case of any representation made expressly such representations and warranties shall have been true on and as of a specified such earlier date, as of the date so specified), and (ii) no event has occurred and is continuing, or would result from such Borrowing or Borrowing, such issuance, such Commitment Increase or such Extension Date extension of Commitments or from the application of the proceeds therefrom, that constitutes a Default; , and (b) in the case of a Commitment Increase if such Borrowing or extension of Commitments pursuant to Section 2.20 only, the Administrative Agent issuance shall have received been requested by a Designated Subsidiary that is a Foreign Subsidiary, it shall not be illegal or contravene any law or regulation for such other approvalsLender to make, opinions maintain or documents as any Lender through the Administrative Agent may reasonably requestparticipate in such Borrowing or issuance.

Conditions Precedent to Each Borrowing, Issuance, Commitment Increase and Extension Date. The obligation of each Lender to make a Loan an Advance (other than an Advance made by any Issuing Bank or any Lender pursuant to Section 2.03(c)) on the occasion of each Borrowing, the obligation of any each Issuing Bank to issue a Letter of Credit, each Commitment Increase and each extension of Commitments pursuant to Section 2.20 2.19 shall be subject to the conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing or Borrowing, such issuance, the applicable Increase Date or the applicable Extension DateDate (as the case may be) (a) the following statements shall be true (and each of the giving of the applicable Borrowing RequestNotice of Borrowing, request for issuanceNotice of Issuance, request for Commitment Increase or request for Commitment extension and the acceptance by the any Borrower of the proceeds of such Borrowing Borrowing, such issuance, such Increase Date or such extension of Commitments shall constitute a representation and warranty by the such Borrower that on the date of such Borrowing Borrowing, such issuance or issuance, such Increase Date or such Extension Date such statements are true): (i) the representations and warranties contained in Section 4.01 (except, in the case of BorrowingsBorrowings and issuances, the representations set forth in Sections 4.01(d)(iithe last sentence of subsection (e) thereof and 4.01(e)), in subsection (f)(i) thereof) are correct on and as of such date (except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true on and as of such earlier date), before and after giving effect to such Borrowing or Borrowing, such issuance, such Commitment Increase or such Extension Dateextension of Commitments and to the application of the proceeds therefrom, as though made on and as of such date, and additionally, if such Borrowing or issuance shall have been requested by a Designated Subsidiary, the representations and warranties of such Designated Subsidiary contained in its Designation Agreement are correct on and as of the date of such Borrowing or such issuance, before and after giving effect to such Borrowing, such issuance, such Commitment Increase or such extension of Commitments and to the application of the proceeds therefrom, as though made on and as of such date (orexcept to the extent such representations and warranties specifically relate to an earlier date, in the which case of any representation made expressly such representations and warranties shall have been true on and as of a specified such earlier date, as of the date so specified), and (ii) no event has occurred and is continuing, or would result from such Borrowing or Borrowing, such issuance, such Commitment Increase or such Extension Date extension of Commitments or from the application of the proceeds therefrom, that constitutes a Default; , and (b) in the case of a Commitment Increase if such Borrowing or extension of Commitments pursuant to Section 2.20 only, the Administrative Agent issuance shall have received such other approvalsbeen requested by a Designated Subsidiary that is a Foreign Subsidiary, opinions it shall not be illegal or documents as contravene any law or regulation for any Lender through the Administrative Agent may reasonably requestto make, maintain or participate in such Borrowing or issuance.

Conditions Precedent to Each Borrowing, Issuance, Commitment Increase and Extension Date. The obligation of each Lender to make a Loan an Advance (other than an Advance made by any Issuing Bank or any Lender pursuant to Section 2.03(c)) on the occasion of each Borrowing, the obligation of any each Issuing Bank to issue a Letter of Credit, each Commitment Increase and each extension of Commitments pursuant to Section 2.20 2.19 shall be subject to the conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing or Borrowing, such issuance, the applicable Increase Date or the applicable Extension Date Date (as the case may be) (a) the following statements shall be true (and each of the giving of the applicable Borrowing RequestNotice of Borrowing, request for issuanceNotice of Issuance, request for Commitment Increase or request for Commitment extension and the acceptance by the any Borrower of the proceeds of such Borrowing Borrowing, such issuance, such Increase Date or such extension of Commitments shall constitute a representation and warranty by the such Borrower that on the date of such Borrowing Borrowing, such issuance or issuance, such Increase Date or such Extension Date such statements are true): (i) the representations and warranties contained in Section 4.01 (except, in the case of BorrowingsBorrowings and issuances, the representations set forth in Sections 4.01(d)(iithe last sentence of subsection (e) thereof and 4.01(e)), in subsection (f)(i) thereof) are correct on and as of such date (except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true on and as of such earlier date), before and after giving effect to such Borrowing or Borrowing, such issuance, such Commitment Increase or such Extension Dateextension of Commitments and to the application of the proceeds therefrom, as though made on and as of such date, and additionally, if such Borrowing or issuance shall have been requested by a Designated Subsidiary, the representations and warranties of such Designated Subsidiary contained in its Designation Agreement are correct on and as of the date of such Borrowing or such issuance, before and after giving effect to such Borrowing, such issuance, such Commitment Increase or such extension of Commitments and to the application of the proceeds therefrom, as though made on and as of such date (orexcept to the extent such representations and warranties specifically relate to an earlier date, in the which case of any representation made expressly such representations and warranties shall have been true on and as of a specified such earlier date, as of the date so specified), and (ii) no event has occurred and is continuing, or would result from such Borrowing or Borrowing, such issuance, such Commitment Increase or such Extension Date extension of Commitments or from the application of the proceeds therefrom, that constitutes a Default; , and (b) in the case of a Commitment Increase if such Borrowing or extension of Commitments pursuant to Section 2.20 only, the Administrative Agent issuance shall have received such other approvalsbeen requested by a Designated Subsidiary that is a Foreign Subsidiary, opinions it shall not be illegal or documents as contravene any law or regulation for any Lender through the Administrative Agent may reasonably requestto make, maintain or participate in such Borrowing or issuance.

Conditions Precedent to Each Borrowing, Issuance, Commitment Increase and Extension Date. The obligation of each Lender to make a Loan on the occasion of each Borrowing, the obligation of any Issuing Bank to issue a Letter of Credit, each Commitment Increase and each extension of Commitments pursuant to Section 2.20 shall be subject to the conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing or issuance, the applicable Increase Date or the applicable Extension Date Date (a) the following statements shall be true (and each of the giving of the applicable Borrowing RequestNotice of Borrowing, request for issuance, request for Commitment Increase or request for Commitment extension and the acceptance by the Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Borrower that on the date of such Borrowing or issuance, such Increase Date or such Extension Date such statements are true): (i) the representations and warranties contained in Section 4.01 (except, in the case of Borrowings, the representations set forth in Sections 4.01(d)(ii), 4.01(e) and 4.01(e4.01(g)), ) are correct on and as of such date, before and after giving effect to such Borrowing or issuance, such Commitment Increase or such Extension Date, as though made on and as of such date (or, in the case of any representation made expressly as of a specified date, as of the date so specified), and (ii) no event has occurred and is continuing, or would result from such Borrowing or issuance, such Commitment Increase or such Extension Date or from the application of the proceeds therefrom, that constitutes a Default; and (b) in the case of a Commitment Increase or extension of Commitments pursuant to Section 2.20 only, the Administrative Agent shall have received such other approvals, opinions or documents as any Lender through the Administrative Agent may reasonably request.

Conditions Precedent to Each Borrowing, Issuance, Commitment Increase and Extension Date. The obligation of each Lender to make a Loan an Advance on the occasion of each Borrowing, the obligation of any Issuing Bank to issue a Letter of Crediteach Issuance, each Commitment Increase and each extension of Commitments pursuant to Section 2.20 2.19 shall be subject to the conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing or issuanceBorrowing, Issuance, the applicable Increase Date or the applicable Extension Date (a) Date the following statements shall be true (and each of the giving of the applicable Borrowing RequestNotice of Borrowing, request for issuanceNotice of Issuance, request for Commitment Increase or Increase, request for Commitment extension and the acceptance by the Borrower of the proceeds of such Borrowing or Letter of Credit shall constitute a representation and warranty by the Borrower that on the date of such Borrowing or issuanceBorrowing, such Issuance, such Increase Date or such Extension Date such statements are true): (ia) the representations and warranties contained in Section 4.01 (except, in the case of Borrowings, except the representations set forth in Sections 4.01(d)(iithe last sentence of subsection (e) thereof and 4.01(e)), in subsection (f)(i) thereof) are correct on and as of such date, before and after giving effect to such Borrowing or issuanceBorrowing, such Issuance, such Commitment Increase or such Extension DateDate and to the application of the proceeds therefrom, as though made on and as of such date (or, in the case of any representation made expressly as of a specified date, as of the date so specified), and (iib) no event has occurred and is continuing, or would result from such Borrowing or issuanceBorrowing, such Issuance, such Commitment Increase or such Extension Date or from the application of the proceeds therefrom, that constitutes a Default; and (b) in the case of a Commitment Increase or extension of Commitments pursuant to Section 2.20 only, the Administrative Agent shall have received such other approvals, opinions or documents as any Lender through the Administrative Agent may reasonably request.;

Conditions Precedent to Each Borrowing, Issuance, Commitment Increase and Extension Date. The obligation of each Lender to make a Loan on the occasion of each Borrowing, the obligation of any Issuing Bank to issue a Letter of Credit, each Commitment Increase and each extension of Commitments pursuant to Section 2.20 shall be subject to the conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing or issuance, the applicable Increase Date or the applicable Extension Date Date (a) the following statements shall be true (and each of the giving of the applicable Borrowing RequestNotice of Borrowing, request for issuance, request for Commitment Increase or request for Commitment extension and the acceptance by the Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Borrower that on the date of such Borrowing or issuance, such Increase Date or such Extension Date such statements are true): (i) the representations and warranties contained in Section 4.01 (except, in the case of Borrowings, the representations set forth in Sections 4.01(d)(ii) and 4.01(e)), are correct on and as of such date, before and after giving effect to such Borrowing or issuance, such Commitment Increase or such Extension Date, as though made on and as of such date (or, in the case of any representation made expressly as of a specified date, as of the date so specified), and (ii) no event has occurred and is continuing, or would result from such Borrowing or issuance, such Commitment Increase or such Extension Date or from the application of the proceeds therefrom, that constitutes a Default; and (b) in the case of a Commitment Increase or extension of Commitments pursuant to Section 2.20 only, the Administrative Agent shall have received such other approvals, opinions or documents as any Lender through the Administrative Agent may reasonably request.

Conditions Precedent to Each Borrowing, Issuance, Commitment Increase and Extension Date. The obligation of each Lender to make a Loan an Advance (other than an Advance made by any Issuing Bank or any Lender pursuant to Section 2.03(c)) on the occasion of each Borrowing, the obligation of any each Issuing Bank to issue a Letter of Credit, each Commitment Increase and each extension of Commitments pursuant to Section 2.20 2.19 shall be subject to the conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing or issuanceBorrowing, such Issuance, the applicable Increase Date or the applicable Extension Date Date (a) the following statements shall be true (and each of the giving of the applicable Borrowing RequestNotice of Borrowing, request for issuanceNotice of Issuance, request for Commitment Increase or and request for Commitment extension and the acceptance by the Borrower of the proceeds of such Borrowing or Issuance shall constitute a representation and warranty by the Borrower that on the date of such Borrowing or issuanceBorrowing, such Issuance, such Increase Date or such Extension Date such statements are true): (i) the representations and warranties contained in Section 4.01 (except, in the case of Borrowingsany Borrowing or any Issuance, the representations set forth in Sections 4.01(d)(iithe last sentence of subsection (e) thereof and 4.01(e)), in subsection (f)(i) thereof) are correct in all material respects on and as of such date, before and after giving effect to such Borrowing or issuanceBorrowing, such Issuance, such Commitment Increase or such Extension DateDate and to the application of the proceeds therefrom, as though made on and as of such date (or, in the case of any representation made expressly as of a specified date, as of the date so specified), and (ii) no event has occurred and is continuing, or would result from such Borrowing or issuanceBorrowing, such Issuance, such Commitment Increase or such Extension Date or from the application of the proceeds therefrom, that constitutes a Default; and (b) in the case of a Commitment Increase or extension of Commitments pursuant to Section 2.20 only, the Administrative Agent shall have received such other approvals, opinions or documents as any Lender through the Administrative Agent may reasonably request.

Conditions Precedent to Each Borrowing, Issuance, Commitment Increase and Extension Date. The obligation of each Lender to make a Loan on the occasion of each Borrowing, the obligation of any Issuing Bank to issue a Letter of Credit, each Commitment Increase and each extension of Commitments pursuant to Section 2.20 shall be subject to the conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing or issuance, the applicable Increase Date or the applicable Extension Date (a) Date or the following statements shall be true (and each of the giving of the applicable Borrowing RequestNotice of Borrowing, request for issuance, request for Commitment Increase or request for Commitment extension and the acceptance by the Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Borrower that on the date of such Borrowing or issuance, such Increase Date or such Extension Date such statements are true): (i) the representations and warranties contained in Section 4.01 (except, in the case of Borrowings, the representations set forth in Sections 4.01(d)(ii), 4.01(e) and 4.01(e4.01(g)), ) are correct on and as of such date, before and after giving effect to such Borrowing or issuance, such Commitment Increase or such Extension Date, as though made on and as of such date (or, in the case of any representation made expressly as of a specified date, as of the date so specified), and (ii) no event has occurred and is continuing, or would result from such Borrowing or issuance, such Commitment Increase or such Extension Date or from the application of the proceeds therefrom, that constitutes a Default; and (b) in the case of a Commitment Increase or extension of Commitments pursuant to Section 2.20 only, the Administrative Agent shall have received such other approvals, opinions or documents as any Lender through the Administrative Agent may reasonably request.