Common use of Conditions Precedent to Each Borrowing Clause in Contracts

Conditions Precedent to Each Borrowing. The obligation of each Bank to make an Advance on the occasion of each Borrowing to any Borrower (including the initial Borrowing) shall be subject to the further conditions precedent that on the date of such Borrowing: (a) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by a Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by such Borrower that on the date of such Borrowing such statements are true): (i) The representations and warranties contained in Section 4.01 (excluding those contained in the second sentence of subsection (e) and in subsection (f) thereof), and if such Borrowing is by CFSC, CIF or CFKK, Section 4.02, are correct on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, and (ii) No event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which constitutes an Event of Default with respect to any Borrower; and (b) the Agent shall have received such other approvals, opinions or documents as any Bank through the Agent may reasonably request.

Conditions Precedent to Each Borrowing. The obligation of each Bank to make an Advance on the occasion of each Borrowing to any Borrower (including the initial Borrowing) shall be subject to the further conditions precedent that on the date of such Borrowing: (a) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by a Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by such Borrower that on the date of such Borrowing such statements are true): (i) The representations and warranties contained in Section 4.01 (excluding those contained in the second sentence of subsection (e) and in subsection (f) thereof), and if such Borrowing is by CFSC, CIF or CFKKCFC, Section 4.02, are correct on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, and (ii) No event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which constitutes an Event of Default with respect to any Borrower; and (b) the Agent shall have received such other approvals, opinions or documents as any Bank through the Agent may reasonably request.

Conditions Precedent to Each Borrowing. The obligation of each Bank Lender to make an Advance on the occasion of each Borrowing to any Borrower (including the initial Borrowing) shall be subject to the further conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing: (a) Borrowing the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by a the Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by such the Borrower that on the date of such Borrowing such statements are true): (ia) The the representations and warranties contained in Section 4.01 (excluding those contained other than Section 4.01(d)) are true and correct in the second sentence of subsection (e) and in subsection (f) thereof), and if such Borrowing is by CFSC, CIF or CFKK, Section 4.02, are correct all material respects on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date (except to the extent that such representations and warranties relate to an earlier date, in which case such representations and warranties shall have been correct in all material respects on and as of such earlier date); and (iib) No no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which constitutes an Event of Default with respect to any Borrower; and (b) or would constitute an Event of Default but for the Agent shall have received such other approvals, opinions requirement that notice be given or documents as any Bank through the Agent may reasonably requesttime elapse or both.

Conditions Precedent to Each Borrowing. The obligation of each Bank Lender to make an a Revolving Credit Advance on the occasion of each Borrowing to any Borrower (including the initial Borrowing) shall be subject to the further conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing: : (a) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by a the Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by such the Borrower that on the date of such Borrowing such statements are true): (i) The the representations and warranties contained in Section 4.01 (excluding those contained in the second sentence of subsection (e) and in subsection (f) thereof), and if such Borrowing is by CFSC, CIF or CFKK, Section 4.02, are correct on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date; provided, andthat such condition shall not apply to (x) the last sentence of Section 4.01(e) or (y) Section 4.01(f), (ii) No after giving effect to the application of the proceeds of all Borrowings on such date (together with any other resources of the Borrower applied together therewith), no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which that constitutes an Event of Default with respect to any Borrower; a Default, and (iii) the Borrower has not received notice from the Agent on or prior to the date of such Borrowing that a mandatory prepayment is required under Section 2.09(b) (other than any such notice that has been withdrawn in writing by the Agent); and (b) the Agent shall have received such other approvals, opinions or documents as any Bank Lender through the Agent may reasonably request.

Conditions Precedent to Each Borrowing. The obligation of each Bank to make an Advance on the occasion of each Borrowing to any Borrower (including the initial Borrowing) shall be subject to the further conditions precedent that on the date of such Borrowing: (a) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by a Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by such Borrower that on the date of such Borrowing such statements are true): (i) The representations and warranties contained in Section 4.01 (excluding those contained in the second sentence of subsection (e) and in subsection (f) thereof), and if such Borrowing is by CFSC, CIF CFSC or CFKKCFC, Section 4.02, are correct on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, and (ii) No event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which constitutes an Event of Default with respect to any such Borrower; and (b) the Agent shall have received such other approvals, opinions or documents as any Bank through the Agent may reasonably request.

Conditions Precedent to Each Borrowing. The obligation of each Bank Lender to make an a Revolving Credit Advance on the occasion of each Borrowing to any Borrower (including the initial Borrowing) shall be subject to the further conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing: Borrowing (a) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by a the Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by such the Borrower that on the date of such Borrowing such statements are true): (i) The the representations and warranties contained in Section 4.01 (excluding those other than the representations and warranties contained in the second last sentence of subsection (eSection 4.01(e) and in subsection (fSection 4.01(f)) thereof), and if such Borrowing is by CFSC, CIF or CFKK, Section 4.02, are correct on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, and (ii) No no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which that constitutes an Event of Default with respect to any Borrowera Default; and and (b) the Agent shall have received such other approvals, opinions or documents as any Bank Lender through the Agent may reasonably request.

Conditions Precedent to Each Borrowing. The obligation of each Bank Lender to make an a Revolving Credit Advance on the occasion of each Borrowing to any Borrower (including the initial Borrowing) shall be subject to the further conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing: : (a) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by a the Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by such the Borrower that on the date of such Borrowing such statements are true): (i) The the representations and warranties contained in Section 4.01 (excluding those contained in the second sentence of subsection (e) and in subsection (f) thereof), and if such Borrowing is by CFSC, CIF or CFKK, Section 4.02, are correct on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date; provided, that such condition shall not apply to (x) the last sentence of Section 4.01(e) or (y) Section 4.01(f), and (ii) No after giving effect to the application of the proceeds of all Borrowings on such date (together with any other resources of the Borrower applied together therewith), no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which that constitutes an Event of Default with respect to any Borrower; and a Default. and (b) the Agent shall have received such other approvals, opinions or documents as any Bank Lender through the Agent may reasonably request.

Conditions Precedent to Each Borrowing. The obligation of each Bank Lender to make an a Revolving Credit Advance on the occasion of each Borrowing to any Borrower (including the initial Borrowing) shall be subject to the further conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing: Borrowing (a) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by a the Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by such the Borrower that on the date of such Borrowing such statements are true): (i) The the representations and warranties contained in Section 4.01 (excluding those contained in the second sentence of subsection (e) and in subsection (f) thereof), and if such Borrowing is by CFSC, CIF or CFKK, Section 4.02, are correct on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, and (ii) No no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which that constitutes an Event of Default with respect to any Borrowera Default; and and (b) the Agent shall have received such other approvals, opinions or documents as any Bank Lender through the Agent may reasonably request.

Conditions Precedent to Each Borrowing. The obligation of each Bank Lender to make an Advance on the occasion of each Borrowing to any Borrower (including the initial Borrowing) shall be subject to the further conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing: Borrowing (a) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by a the Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by such the Borrower that on the date of such Borrowing such statements are true): (i) The the representations and warranties contained in Section 4.01 (excluding those contained in the second sentence of subsection (e) and in subsection (f) thereof), and if such Borrowing is by CFSC, CIF or CFKK, Section 4.02, are correct on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, and (ii) No no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which that constitutes an Event of Default with respect to any Borrowera Default; and and (b) the Agent shall have received such other approvals, opinions or documents as any Bank Lender through the Agent may reasonably request.

Conditions Precedent to Each Borrowing. The obligation of each Bank to make an Advance on the occasion of each Borrowing to any Borrower (including the initial Borrowing) shall be subject to the further conditions precedent that on the date of such Borrowing: (a) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by a Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by such Borrower that on the date of such Borrowing such statements are true): (i) The representations and warranties contained in Section 4.01 (excluding those contained in the second sentence of subsection (e) and in subsection (f) thereof), and if such Borrowing is by CFSC, CIF CFSC or CFKKCFC, Section 4.02, are correct on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, and (ii) No event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which constitutes an Event of Default with respect to any Borrower; and (b) the Agent shall have received such other approvals, opinions or documents as any Bank through the Agent may reasonably request.

Conditions Precedent to Each Borrowing. The obligation of each Bank to make an Advance on the occasion of each Borrowing to any Borrower (including the initial Borrowing) shall be subject to the further conditions precedent that on the date of such Borrowing: (a) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by a Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by such Borrower that on the date of such Borrowing such statements are true): (i) The representations and warranties contained in Section 4.01 (excluding those contained in the second sentence of subsection (e) and in subsection (f) thereof), and if such Borrowing is by CFSC, CIF CFC or CFKKCIF, Section 4.02, are correct on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, and (ii) No event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which constitutes an Event of Default with respect to any such Borrower; and (b) the Agent shall have received such other approvals, opinions or documents as any Bank through the Agent may reasonably request.

Conditions Precedent to Each Borrowing. The obligation of each Bank Lender to make an Advance on the occasion of each Borrowing to any Borrower (including the initial Borrowing) shall be subject to the further conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing: Borrowing (a) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by a the Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by such the Borrower that on the date of such Borrowing such statements are true): (i) The the representations and warranties contained in Section 4.01 (excluding those contained except the representations set forth in the second last sentence of subsection (e) thereof and in subsection (ff)(i) thereof), and if such Borrowing is by CFSC, CIF or CFKK, Section 4.02, ) are correct in all material respects (other than representations and warranties that are qualified by materiality, which shall be correct) on and as of the date of such Borrowingdate, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date), and (ii) No no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which that constitutes an Event of Default with respect to any Borrowera Default; and and (b) the Agent shall have received such other approvals, opinions or documents as any Bank Lender through the Agent may reasonably request.

Conditions Precedent to Each Borrowing. The obligation of each Bank to make an Advance on the occasion of each Borrowing to any Borrower (including the initial Borrowing) shall be subject to the further conditions precedent that on the date of such Borrowing: (ah) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by a Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by such Borrower that on the date of such Borrowing such statements are true): (i) The representations and warranties contained in Section 4.01 (excluding those contained in the second sentence of subsection (e) and in subsection (f) thereof), and if such Borrowing is by CFSC, CIF or CFKK, Section 4.02, are correct on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, and (ii) No event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which constitutes an Event of Default with respect to any Borrower; and (bi) the Agent shall have received such other approvals, opinions or documents as any Bank through the Agent may reasonably request.

Conditions Precedent to Each Borrowing. The obligation of each Bank to make an Advance on the occasion of each Borrowing to any Borrower (including the initial Borrowing) shall be subject to the further conditions precedent that on the date of such Borrowing: (a) the following statements shall be true (and each of the giving of the applicable Notice of Revolving Credit Borrowing and the acceptance by a Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by such Borrower that on the date of such Borrowing such statements are true): (i) The representations and warranties contained in Section 4.01 (excluding those contained in the second sentence of subsection (e) and in subsection (f) thereof), and if such Borrowing is by CFSC, CIF or CFKK, Section 4.02, are correct on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, and (ii) No event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which constitutes an Event of Default with Default; (b) With respect to any Borrowerthe first $1,300,000,000 of Borrowings hereunder, the Administrative Agent shall have received the Funding Fees due and payable pursuant to Section 2.04(b); and (bc) the Administrative Agent shall have received such other approvals, opinions or documents as any Bank through the Administrative Agent may reasonably request.

Conditions Precedent to Each Borrowing. The obligation of each Bank Lender to make an a Revolving Credit Advance on the occasion of each Borrowing to any Borrower (including the initial Borrowing) shall be subject to the further conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing: : (a) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by a the Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by such the Borrower that on the date of such Borrowing such statements are true): (i) The the representations and warranties contained in Section 4.01 (excluding those contained in the second sentence of subsection (e) and in subsection (f) thereof), and if such Borrowing is by CFSC, CIF or CFKK, Section 4.02, are correct on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date; provided, andthat such condition shall not apply to (x) the last sentence of Section 4.01(e), (y) Section 4.01(f) or (z) from and after the repeal of the 1935 Act on February 8, 2006, Section 4.01(o), (ii) No after giving effect to the application of the proceeds of all Borrowings on such date (together with any other resources of the Borrower applied together therewith), no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which that constitutes an Event of Default with respect to any Borrower; a Default, and (iii) the Borrower has not received notice from the Agent on or prior to the date of such Borrowing that a mandatory prepayment is required under Section 2.09(b) (other than any such notice that has been withdrawn in writing by the Agent); and (b) the Agent shall have received such other approvals, opinions or documents as any Bank Lender through the Agent may reasonably request.

Conditions Precedent to Each Borrowing. The obligation of each Bank Lender to make an a Revolving Credit Advance on the occasion of each Borrowing to any Borrower (including the initial Borrowing) shall be subject to the further conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing: (a) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by a the Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by such the Borrower that on the date of such Borrowing such statements are true): (i) The the representations and warranties contained in Section 4.01 (excluding those contained in the second sentence of subsection (e) and in subsection (f) thereof), and if such Borrowing is by CFSC, CIF or CFKK, Section 4.02, are correct on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, and (ii) No no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which that constitutes an Event of Default with respect to any Borrowera Default; and (b) the Agent shall have received such other approvals, opinions or documents as any Bank Lender through the Agent may reasonably request.

Conditions Precedent to Each Borrowing. The obligation of each Bank to make an Advance on the occasion of each in connection with any Borrowing to any Borrower (including without limitation, the initial Borrowing) shall be subject to the further conditions precedent that on the date of such Borrowing: , (ai) Administrative Agent shall have received a Notice of Contract Borrowing or Notice of Competitive Borrowing, executed and completed by a Financial Officer of the Borrower, and (ii) the following statements shall be true (and each of the giving of the applicable Notice of Contract Borrowing or Notice of Competitive Borrowing and the acceptance by a the Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by such the Borrower that on the date of such Borrowing such statements are true): (ia) The the representations and warranties contained in Section 4.01 Article IV (excluding for all Borrowings, other than the initial Borrowings, those contained in the second sentence of subsection subsections (ef), (j), (k) and in subsection (fl) thereof), and if such Borrowing is by CFSC, CIF or CFKK, Section 4.02, ) are correct on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, ; and (iib) No no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which constitutes an Event of Default with respect to any Borrower; and (b) the Agent shall have received such other approvals, opinions or documents as any Bank through the Agent may reasonably requestDefault.

Conditions Precedent to Each Borrowing. The obligation of each Bank Lender to make an Advance on the occasion of each Borrowing to any Borrower (including without limitation the initial Borrowing) shall be subject to the further conditions precedent that on the date of such Borrowing: (a) Borrowing the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by a the Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by such the Borrower that on the date of such Borrowing such statements are true): (ia) The the representations and warranties contained in Section 4.01 (excluding those contained excluding, in the second sentence case of subsection (eany Borrowing after the initial Borrowing, the Excluded Representations) are true and correct in subsection (f) thereof), and if such Borrowing is by CFSC, CIF or CFKK, Section 4.02, are correct all material respects on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date (unless expressly stated to relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); and (iib) No event Default or Event of Default has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which constitutes an Event of Default with respect to any Borrower; and (b) the Agent shall have received such other approvals, opinions or documents as any Bank through the Agent may reasonably requestthereof.

Conditions Precedent to Each Borrowing. The obligation of each Bank Lender to make an Advance on the occasion of each Borrowing to any Borrower (including the initial Borrowing) shall be subject to the further conditions precedent that on the date of such Borrowing: (a) Borrowing the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by a the Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by such the Borrower that on the date of such Borrowing such statements are true): (ia) The each of the representations and warranties contained in Section 4.01 (excluding those contained not including, in the second sentence case of subsection any Borrowing, the Excluded Representations) is true and correct in all material respects (eor if qualified by materiality or Material Adverse Effect, in all respects) and in subsection (f) thereof), and if such Borrowing is by CFSC, CIF or CFKK, Section 4.02, are correct on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, except that for purposes of this Section 3.02, the representations and warranties contained in Sections 4.01(e)(i) and (ii) shall be deemed to refer to the most recent statements furnished pursuant to Section 5.01(a)(i) and (v); and (iib) No event Event of Default or Default has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which constitutes an Event of Default with respect to any Borrower; and (b) the Agent shall have received such other approvals, opinions or documents as any Bank through the Agent may reasonably requestproceeds.

Conditions Precedent to Each Borrowing. The obligation of each Bank Lender to make an any Advance on the occasion of each Borrowing (other than any deemed Revolving Credit Borrowing pursuant to any Borrower (including the initial BorrowingSection 2.04(b) or Section 2.07(c)) shall be subject to the further conditions precedent that that: (a) on the date of such Borrowing: (a) Borrowing the following statements shall be true (and each of the giving of the applicable Notice of Revolving Credit Borrowing or Notice of Competitive Bid Borrowing, as applicable, and the acceptance by a any Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by such the applicable Borrower that on the date of such Borrowing such statements are true): (i) The the representations and warranties of P&G and, if applicable, such Borrower, contained in Section 4.01 (excluding those contained except the representations set forth in the second sentence of subsection (e) thereof and in subsection (f) thereof), and if such Borrowing is by CFSC, CIF or CFKK, Section 4.02, ) are correct in all material respects on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, ; and (ii) No no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which that constitutes an Event of Default with respect to any Borrowera Default; and (b) the Agent shall have received such other approvals, opinions or documents as any Bank the Required Lenders through the Agent may reasonably request.

Conditions Precedent to Each Borrowing. The obligation of each Bank to make an Advance on the occasion of each Borrowing to any Borrower (including the initial Borrowing) shall be subject to the further conditions precedent that on the date of such Borrowing: (a) the following statements shall be true (and each of the giving of the applicable Notice of Revolving Credit Borrowing and the acceptance by a Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by such Borrower that on the date of such Borrowing such statements are true): (i) The representations and warranties contained in Section 4.01 (excluding those contained in the second sentence of subsection (e) and in subsection (f) thereof), and if such Borrowing is by CFSC, CIF or CFKK, Section 4.02, are correct on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, and (ii) No event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which constitutes an Event of Default with respect to any Borrower; and (b) the Agent shall have received such other approvals, opinions or documents as any Bank through the Agent may reasonably request.

Conditions Precedent to Each Borrowing. The obligation of each Bank Lender to make an Advance on the occasion of each Borrowing to any Borrower (including the initial Borrowing) shall be subject to the further conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing: Borrowing (a) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by a the Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by such the Borrower that on the date of such Borrowing such statements are true): (i) The the representations and warranties contained in Section 4.01 (excluding those contained except the representations and warranties set forth in the second sentence of subsection (ee)(ii) thereof and in subsection (ff)(i) thereof), and if such Borrowing is by CFSC, CIF or CFKK, Section 4.02, ) are correct on and as of the date of such Borrowingdate, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made 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 and correct on and as of such earlier date), and (ii) No no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which that constitutes an Event of Default with respect to any Borrowera Default; and and (b) the Agent shall have received a Notice of Borrowing with respect to such other approvals, opinions or documents as any Bank through Borrowing in accordance with the Agent may reasonably requestterms and requirements hereof.

Conditions Precedent to Each Borrowing. The obligation of each Bank Lender to make an Advance on the occasion of each Borrowing to any Borrower (including the initial Borrowing) shall be subject to the further conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing: Borrowing (a) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by a the Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by such the Borrower that on the date of such Borrowing such statements are true): (i) The the representations and warranties of the Borrower contained in Section 4.01 (excluding those contained except, in the second case of any Borrowing, the representations set forth in the last sentence of subsection (e) thereof and in subsection (ff)(i) thereof), and if such Borrowing is by CFSC, CIF or CFKK, Section 4.02, ) are correct on and as of the date of such Borrowingdate, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, and, (ii) No no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which that constitutes an Event a Default, and (iii) the Borrowing is within any mandatory debt limitations established by the Board of Default with respect to any Directors of the Borrower; and and and (b) the Agent shall have received such other approvals, opinions or documents as any Bank Lender through the Agent may reasonably requestrequest related to clauses (a)(i) or (ii) of this Section.

Conditions Precedent to Each Borrowing. The obligation of each Bank Lender to make an a Revolving Credit Advance on the occasion of each Borrowing to any Borrower (including the initial Borrowing) shall be subject to the further conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing: : (a) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by a the Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by such the Borrower that on the date of such Borrowing such statements are true): (i) The the representations and warranties contained in Section 4.01 (excluding those contained in the second sentence of subsection (e) and in subsection (f) thereof), and if such Borrowing is by CFSC, CIF or CFKK, Section 4.02, are correct on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date; provided, that such condition shall not apply to the last sentence of Section 4.01(e) in connection with any Borrowing made to pay maturing commercial paper issued under Borrower's commercial paper program, and (ii) No no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which that constitutes an Event of Default with respect to any Borrowera Default; and and (b) the Agent shall have received such other approvals, opinions or documents as any Bank Lender through the Agent may reasonably request.

Conditions Precedent to Each Borrowing. The obligation of each Bank Lender to make an a Revolving Credit Advance on the occasion of each Borrowing to any Borrower (including the initial Borrowing) shall be subject to the further conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing: (a) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by a the Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by such the Borrower that on the date of such Borrowing such statements are true): (i) The the representations and warranties contained in Section 4.01 (excluding those contained in the second sentence of subsection (e) and in subsection (f) thereof), and if such Borrowing is by CFSC, CIF or CFKK, Section 4.02, are correct on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, andand 25 SIDLEY XXXXXX XXXXX & XXXX LLP (ii) No no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which that constitutes an Event of Default with respect to any Borrowera Default; and (b) the Agent shall have received such other approvals, opinions or documents as any Bank Lender through the Agent may reasonably request.

Conditions Precedent to Each Borrowing. The obligation of each Bank Lender to make an Advance on the occasion of each Borrowing to any Borrower (including the initial Borrowing) shall be subject to the further conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing: Borrowing (a) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by a the Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by such the Borrower that on the date of such Borrowing such statements are true): (i) The the representations and warranties contained in Section 4.01 (excluding those contained in the second sentence of subsection (e) and in subsection (f) thereof), and if such Borrowing is by CFSC, CIF or CFKK, Section 4.02, are correct on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, and (ii) No no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which that constitutes an Event of Default with respect to any Borrowera Default; and and (b) the Administrative Agent shall have received such other approvals, opinions or documents as any Bank Lender through the Administrative Agent may reasonably request.

Conditions Precedent to Each Borrowing. The obligation of each Bank Lender to make an Advance a Loan on the occasion of each Borrowing to any Borrower (Borrowing, including the initial Borrowing) shall be , is subject to the satisfaction of the following further conditions precedent that on the date of such Borrowingprecedent: (a) the conditions precedent set forth in Section 3.1 shall have been satisfied (or waived by the Agent in writing as of the Closing Date); (b) the Agent shall have received a Notice of Borrowing with respect to such Loan; (c) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by a Borrower the Company of the proceeds of such Borrowing shall constitute a representation and warranty by such Borrower the Company that on the date of such Borrowing such statements are true): (i) The the representations and warranties of the Mobile Energy Parties and each Affiliate thereof incorporated by reference into this Agreement or contained in Section 4.01 (excluding those contained any Security Document are true in the second sentence of subsection (e) and in subsection (f) thereof), and if such Borrowing is by CFSC, CIF or CFKK, Section 4.02, are correct all material respects on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, ; and (ii) No event no Default or Event of Default has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which constitutes an Event of Default ; and (d) no payment default shall have occurred and be continuing with respect to any Borrower; and (b) the Agent shall have received such other approvals, opinions or documents as any Bank through the Agent may reasonably requestSenior Securities.

Conditions Precedent to Each Borrowing. The obligation of each Bank to make an Advance on the occasion of each Borrowing to any Borrower (including the initial Borrowing) shall be subject to the further conditions precedent that on the date of such Borrowing: (a) , the following statements shall be true (and each of the giving of the applicable Notice of Borrowing or Notice of Continuation and the acceptance by a Borrower the Borrowers of the proceeds of such Borrowing Advance shall constitute a representation and warranty by such Borrower the Borrowers that on the date of such Borrowing Advance such statements are true): (ia) The the representations and warranties contained in Article IV (except for the representations and warranties set forth in clauses (a) through (h) of Section 4.01 (excluding those 4.05, Section 4.07, and Section 4.15, which representations and warranties shall only apply to the initial Advance and the representation and warranty contained in the second sentence Section 4.05(i) which shall apply to all Advances except for Advances which are made as part of subsection (ea Continuation of any existing Advance) and in subsection (f) thereof), and if such Borrowing is by CFSC, CIF or CFKK, Section 4.02, each other Credit Document are correct in all material respects on and as of the date of such Borrowing, Advance before and after giving effect to such Borrowing Advance and to the application of the proceeds therefrom, from such Advance as though made on and as of such date, ; and (iib) No event no Default or Event of Default has occurred and is continuing, continuing or would result from such Borrowing Advance or from the application of the proceeds therefrom, which constitutes an Event of Default with respect to any Borrower; and (b) the Agent shall have received such other approvals, opinions or documents as any Bank through the Agent may reasonably request.

Conditions Precedent to Each Borrowing. The obligation of each Bank Lender to make an any Advance on the occasion of each Borrowing (other than any deemed Revolving Credit Borrowing pursuant to any Borrower (including the initial BorrowingSection 2.04(b) or Section 2.07(c)) shall be subject to the further conditions precedent that that: (a) on the date of such Borrowing: (a) Borrowing the following statements shall be true (and each of the giving of the applicable Notice of Revolving Credit Borrowing or Notice of Competitive Bid Borrowing, as applicable, and the acceptance by a any Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by such the applicable Borrower that on the date of such Borrowing such statements are true): (i) The the representations and warranties of P&G and, if applicable, such Borrower contained in Section 4.01 (excluding those contained except the representations set forth in the second sentence of subsection (e) thereof and in subsection (f) thereof), and if such Borrowing is by CFSC, CIF or CFKK, Section 4.02, ) are correct in all material respects on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, ; and (ii) No no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which that constitutes an Event of Default with respect to any Borrowera Default; and (b) the Agent shall have received such other approvals, opinions or documents as any Bank the Required Lenders through the Agent may reasonably request.

Conditions Precedent to Each Borrowing. The obligation of each Bank Lender to make an Advance on the occasion of each Borrowing to any Borrower (including the initial Borrowing) shall be subject to the further conditions precedent that on the date of such Borrowing: Borrowing (a) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by a the Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by such the Borrower that on the date of such Borrowing such statements are true): (i) The representations and warranties contained in Section 4.01 (excluding those contained in the second sentence of subsection (e) and in subsection (f) thereof), and if such Borrowing is by CFSC, CIF or CFKK, Section 4.02, each other Loan Document are correct on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, and, (ii) No event Default has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which constitutes an Event of Default with respect to any Borrower; and (iii) The ratio referred to in Section 11.10, inserted into the Senior Notes Indenture pursuant to the First Credit Agreement Supplemental Indenture and Second Supplemental Indenture referred to in the definition of "Senior Notes Indenture" in Section 1.01, shall be less than 8.50 to 1; and (b) the Administrative Agent shall have received such other approvals, opinions or documents as any Bank Lender through the Administrative Agent may reasonably request.

Conditions Precedent to Each Borrowing. The obligation of each Bank Lender to make an Advance on the occasion of each Borrowing to any Borrower (including the initial Borrowing) shall be subject to the further conditions precedent that on the date of such Borrowing: (a) Borrowing the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by a the Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by such the Borrower that on the date of such Borrowing such statements are true): (ia) The each of the representations and warranties contained in Section 4.01 (excluding those contained not including, in the second sentence case of subsection (eany Borrowing, the Excluded Representations) is true and correct in subsection (f) thereof), and if such Borrowing is by CFSC, CIF or CFKK, Section 4.02, are correct all material respects on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, except that for purposes of this Section 3.02, the representations and warranties contained in Sections 4.01(e)(i) and (ii) shall be deemed to refer to the most recent statements furnished pursuant to Section 5.01(a)(i) and (v); and (iib) No event Event of Default or Default has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which constitutes an Event of Default with respect to any Borrower; and (b) the Agent shall have received such other approvals, opinions or documents as any Bank through the Agent may reasonably requestproceeds.

Conditions Precedent to Each Borrowing. The obligation of each Bank Lender to make an Advance on the occasion of each Borrowing to any Borrower (including the initial Borrowing) shall be subject to the further conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing: (a) Borrowing the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by a either Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by such Borrower that on the date of such Borrowing such statements are true): (ia) The the representations and warranties contained in Section 4.01 (excluding those contained in other than subparagraphs (f) and (g) and the second final sentence of subsection subparagraph (e) thereof) are true and in subsection (f) thereof), and if such Borrowing is by CFSC, CIF or CFKK, Section 4.02, are correct on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date (it being understood and agreed that any representation or warranty which expressly refers by its terms to a specified date shall be required to be true and correct in all material respects only as of such date), and (iib) No no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which that constitutes an Event of Default with respect to any Borrower; and (b) the Agent shall have received such other approvals, opinions or documents as any Bank through the Agent may reasonably requesta Default.

Conditions Precedent to Each Borrowing. The obligation of each Bank Lender to make an Advance on the occasion of each Borrowing to any Borrower (including the initial Borrowing) shall be subject to the further conditions precedent that on the date of such Borrowing: (a) Borrowing the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by a the Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by such the Borrower that on the date of such Borrowing such statements are true): (ia) The each of the representations and warranties contained in Section 4.01 (excluding those contained not including, in the second sentence case of subsection (eany Borrowing, the Excluded Representations) is true and correct in subsection (f) thereof), and if such Borrowing is by CFSC, CIF or CFKK, Section 4.02, are correct all material respects on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, except that for purposes of this Section 3.02, the representations and warranties contained in Sections 4.01(e)(i) and (ii) shall be deemed to refer to the most recent statements furnished pursuant to Section 5.01(a)(i) and (v); and (iib) No event Event of Default or Default has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which constitutes an Event of Default with respect to any Borrower; and (b) the Agent shall have received such other approvals, opinions or documents as any Bank through the Agent may reasonably request.proceeds. 733301099 15483412

Conditions Precedent to Each Borrowing. The obligation of each Bank Appropriate Lender to make an Advance on the occasion of each Borrowing to any Borrower (including the initial Borrowing) shall be subject to the further conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing: (a) Borrowing the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by a the Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by such the Borrower that on the date of such Borrowing such statements are true): (ia) The the representations and warranties contained in Section 4.01 (excluding those contained except the representations and warranties set forth in the second last sentence of subsection (e) thereof and in subsection (ff)(i) thereof), and if such Borrowing is by CFSC, CIF or CFKK, Section 4.02, ) are correct on and as of the date of such Borrowingdate, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date; and (iib) No no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which that constitutes an Event of Default with respect to any Borrower; and (b) the Agent shall have received such other approvals, opinions or documents as any Bank through the Agent may reasonably requesta Default.

Conditions Precedent to Each Borrowing. The obligation of each Bank Lender to make an Advance on the occasion of each Borrowing to any Borrower (including the initial Borrowing) shall be subject to the further conditions precedent that on the date of such Borrowing: (a) Borrowing the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by a the Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by such the Borrower that on the date of such Borrowing such statements are true): (ia) The the representations and warranties contained in Section 4.01 (excluding those contained except for, in the second sentence case of subsection (eany Borrowing after the initial Borrowing hereunder, the representation and warranty set forth in Sections 4.01(e)(iii) and in subsection (f4.01(f)(i)) thereof), are true and if such Borrowing is by CFSC, CIF or CFKK, Section 4.02, are correct on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date (it being understood and agreed that any representation and warranty which by its terms is made as of a specified date shall be required to be true and correct only as of such specified date), and (iib) No no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which constitutes a Default or an Event of Default with respect to any Borrower; and (b) the Agent shall have received such other approvals, opinions or documents as any Bank through the Agent may reasonably request.Default. Credit Agreement

Conditions Precedent to Each Borrowing. The obligation of each Bank Lender to make an Advance on the occasion of each Borrowing to any Borrower (including the initial Borrowing) shall be subject to the further conditions precedent that (i) the Closing Date shall have occurred and (ii) on the date of such Borrowing: (a) Borrowing the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by a either Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by such Borrower that on the date of such Borrowing such statements are true): (ia) The the representations and warranties contained in Section 4.01 (excluding those contained in other than subparagraphs (f) and (g) and the second final sentence of subsection subparagraph (e) thereof) are true and in subsection (f) thereof), and if such Borrowing is by CFSC, CIF or CFKK, Section 4.02, are correct on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date (it being understood and agreed that any representation or warranty which expressly refers by its terms to a specified date shall be required to be true and correct in all material respects only as of such date), and (iib) No event no Default has occurred and is continuing, continuing or would result from such Borrowing or from the application of the proceeds therefrom, which constitutes an Event of Default with respect to any Borrower; and (b) the Agent shall have received such other approvals, opinions or documents as any Bank through the Agent may reasonably requestBorrowing.

Conditions Precedent to Each Borrowing. The obligation of each Bank Lender to make an a Revolving Credit Advance on the occasion of each Borrowing to any Borrower (including the initial Borrowing) shall be subject to the further conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing: (a) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by a the Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by such the Borrower that on the date of such Borrowing such statements are true): (i) The the representations and warranties contained in Section 4.01 (excluding those contained in the second sentence of subsection (e) and in subsection (f) thereof), and if such Borrowing is by CFSC, CIF or CFKK, Section 4.02, are correct on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date; provided, that such condition shall not apply to the last sentence of Section 4.01(e) in connection with any Borrowing made to pay maturing commercial paper issued under Borrower's commercial paper program, and (ii) No no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which that constitutes an Event of Default with respect to any Borrowera Default; and (b) the Agent shall have received such other approvals, opinions or documents as any Bank Lender through the Agent may reasonably request.

Conditions Precedent to Each Borrowing. The obligation of each Bank Lender to make an Advance a Loan on the occasion of each Borrowing to any Borrower (including the initial Borrowing) shall be subject to the further conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing: (a) Borrowing the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by a the Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by such the Borrower that on the date of such Borrowing such statements are true): (ia) The the representations and warranties contained in Section 4.01 (excluding other than those contained in the second sentence of subsection (eSections 4.01(f)(i) and in subsection (f) thereofg), as to which no representation is made other than on and if such Borrowing is by CFSC, CIF or CFKK, Section 4.02, as of the Effective Date) are correct on and as of the date of such Borrowing, Borrowing before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date (except to the extent that any such representation or warranty relates to a specific earlier date in which case it was true as of such earlier date), and (iib) No no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which that constitutes an Event of Default with respect to any Borrower; and (b) the Agent shall have received such other approvals, opinions or documents as any Bank through the Agent may reasonably requesta Default.

Conditions Precedent to Each Borrowing. The obligation of each Bank Lender to make an Advance on the occasion of each Borrowing to any Borrower (including the initial Borrowing) shall be subject to the further conditions precedent that on the date of such Borrowing: (a) Borrowing the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by a the Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by such the Borrower that on the date of such Borrowing such statements are true): (ia) The each of the representations and warranties contained in Section 4.01 (excluding those contained not including, in the second sentence case of subsection (eany Borrowing, the Excluded Representations) is true and correct in subsection (f) thereof), and if such Borrowing is by CFSC, CIF or CFKK, Section 4.02, are correct all material respects on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, except that for purposes of this Section 3.02, the representations and warranties contained in Sections 4.01(e)Sections 4.01(e)(i) and (ii) shall be deemed to refer to the most recent statements furnished pursuant to Section 5.01(a)(i) and (v); and (iib) No event Event of Default or Default has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which constitutes an Event of Default with respect to any Borrower; and (b) the Agent shall have received such other approvals, opinions or documents as any Bank through the Agent may reasonably requestproceeds.

Conditions Precedent to Each Borrowing. The obligation of each Bank to make an Advance on the occasion of each in connection with any Borrowing to any Borrower (including the initial Borrowing) shall be subject to the further conditions precedent that on the date of such Borrowing: (a) Borrowing the following statements shall be true (and each of the giving of the applicable Notice of Contract Borrowing or Notice of Auction Borrowing and the acceptance by a the Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by such the Borrower that on the date of such Borrowing such statements are true): (i) The the representations and warranties contained in Section 4.01 (excluding those contained in the second sentence of subsection subsections (e) and (f)(ii) thereof and, in the event of a Borrowing for general corporate purposes, excluding those contained in subsection (fk) thereof), and if such Borrowing is by CFSC, CIF or CFKK, Section 4.02, ) are correct on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, ; and (ii) No event no Default or Event of Default has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which constitutes an Event of Default with respect to any Borrower; and (b) the Agent shall have received such other approvals, opinions or documents as any Bank through the Agent may reasonably request.. 5-YEAR CREDIT AGREEMENT

Conditions Precedent to Each Borrowing. The obligation of each Bank to make an Advance on the occasion of each in connection with any Borrowing to any Borrower (including the initial Borrowing) shall be subject to the further conditions precedent that on the date of such Borrowing: (a) Borrowing the following statements shall be true (and each of the giving of the applicable Notice of Contract Borrowing or Notice of Auction Borrowing and the acceptance by a the Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by such the Borrower that on the date of such Borrowing such statements are true): (i) The the representations and warranties contained in Section 4.01 (excluding those contained in the second sentence of subsection subsections (e) and (f)(ii) thereof and, in the event of a Borrowing for general corporate purposes, excluding those contained in subsection (fk) thereof), and if such Borrowing is by CFSC, CIF or CFKK, Section 4.02, ) are correct on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, ; and (ii) No event no Default or Event of Default has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which constitutes an Event of Default with respect to any Borrower; and (b) the Agent shall have received such other approvals, opinions or documents as any Bank through the Agent may reasonably request.