Common use of Conditions Precedent to Each Extension of Credit Clause in Contracts

Conditions Precedent to Each Extension of Credit. The obligation of each Lender, the Swingline Bank and each LC Issuing Bank, as applicable, to make each Extension of Credit to be made by it hereunder (other than in connection with any Borrowing that would not increase the aggregate principal amount of Advances outstanding immediately prior to the making of such Borrowing) shall be subject to the satisfaction of the conditions precedent set forth in Section 3.01 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 the applicable Borrower of the proceeds of any such Extension of Credit shall constitute a representation and warranty by such Borrower that on the date of such Extension of Credit such statements are true): (i) The representations and warranties of such Borrower contained in Section 4.01 (other than the representation and warranty in Section 4.01(e) and the representation and warranty set forth in the last sentence of Section 4.01(f)) are true and correct in all material respects on and as of the date of such Extension of Credit, before and after giving effect to such Extension of Credit 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 with respect to such Borrower, or would result from such Extension of Credit or from the application of the proceeds therefrom, that constitutes a Default. (b) The Administrative Agent shall have received such other approvals, opinions or documents as any Lender or LC Issuing Bank through the Administrative Agent may reasonably request.

Conditions Precedent to Each Extension of Credit. The obligation of each Lender, the Swingline Bank and each LC Issuing Bank, as applicable, Bank and the Swingline Lender to make each Extension of Credit to be made by it hereunder (other than in connection with any Borrowing that would not increase the aggregate principal amount of Advances Loans outstanding immediately prior to the making of such Borrowing) shall be subject to the satisfaction of the conditions precedent set forth in Section 3.01 and following statements being true on the date of such Borrowing: (a) The following statements shall be true Borrowing (and each of the giving of the applicable Notice of Borrowing or Request for Issuance and the acceptance by the applicable Borrower of the proceeds of any such Extension of Credit shall constitute a representation and warranty by such the Borrower that on the date of such Extension of Credit such statements are true): (i) The representations and warranties of such the Borrower contained in Section 4.01 (other than the representation representations and warranty in Section 4.01(e) and the representation and warranty set forth warranties in the last first sentence of Section 4.01(f4.01(g), in Section 4.01(i) and in the first sentence of Section 4.01(n)) are true and correct in all material respects (without duplication of any materiality qualifiers) on and as of the date of such Extension of Credit, before and after giving effect to such Extension of Credit 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 with respect to such Borrowercontinuing, or would result from such Extension of Credit or from the application of the proceeds therefrom, that constitutes a Default. (b) The Administrative Agent shall have received such other approvals, opinions or documents as any Lender or LC Issuing Bank through the Administrative Agent may reasonably request.

Conditions Precedent to Each Extension of Credit. The obligation of each Lender, Lender to make an Advance on the Swingline Bank occasion of each Borrowing and of each LC Issuing BankBank to issue, amend, extend or renew a Letter of Credit, in each case, as applicable, to make each part of an Extension of Credit to be made by it hereunder (other than in connection with any Borrowing that would not increase the aggregate principal amount of Advances outstanding immediately prior to the making of such Borrowing) shall be subject to the satisfaction of the further conditions precedent set forth in Section 3.01 and that on the date of such BorrowingExtension of Credit: (a) The Administrative Agent and the relevant LC Issuing Bank, if applicable, shall have received from the Borrower a notice requesting such Extension of Credit as required by Section 2.02 or 2.03, as applicable. (b) The following statements shall be true (and each of the giving of the applicable Notice of Borrowing or Request for Issuance and the acceptance by the applicable Borrower of the any proceeds of any a Borrowing or the issuance of such Extension Letter of Credit shall constitute a representation and warranty by such the Borrower that on the date of such Extension of Credit such statements are true): (i) The representations and warranties of such Borrower contained in Section 4.01 (other than the representation and warranty in Section 4.01(e) and the representation and warranty set forth excluding those contained in the last sentence of Section 4.01(f)subsection (e) and in subsections (f) and (n) thereof) are true and correct in all material respects on and as of the date of such Extension of Credit, before and after giving effect to such Extension of Credit and to the application of the proceeds therefrom, as though made on and as of such date; provided that, if financial statements have been delivered pursuant to Section 5.01(c)(i) or Section 5.01(c)(ii), the representations and warranties contained in Section 4.01(e) shall be deemed to refer to the most recent financial statements delivered; and (ii) No event has occurred and is continuing with respect to such Borrowercontinuing, or would result from such Extension of Credit or from the application of the proceeds therefromtherefrom or the issuance or amendment of any Letter of Credit in connection therewith, that constitutes a Defaultan Event of Default or would constitute an Event of Default with notice or lapse of time or both. (bc) The Administrative Agent shall have received such other approvalscertifications, opinions opinions, financial or other information, approvals and documents as the Administrative Agent, any Lender or LC Issuing Bank or any Lender may reasonably request through the Administrative Agent may reasonably requestAgent. (d) Each Letter of Credit shall be in form and substance acceptable to the LC Issuing Bank issuing such Letter of Credit.

Conditions Precedent to Each Extension of Credit. The obligation of each Lender, Lender to make an Advance on the Swingline Bank occasion of each Borrowing (including the initial Borrowing) and of each LC Issuing BankBank to issue, amend, extend or renew a Letter of Credit (including the initial Letter of Credit), in each case, as applicable, to make each part of an Extension of Credit to be made by it hereunder (other than in connection with any Borrowing that would not increase the aggregate principal amount of Advances outstanding immediately prior to the making of such Borrowing) shall be subject to the satisfaction of the further conditions precedent set forth in Section 3.01 and that on the date of such BorrowingExtension of Credit: (a) The Administrative Agent and the relevant LC Issuing Bank, if applicable, shall have received from the Borrower a notice requesting such Extension of Credit as required by Section 2.02 or 2.03, as applicable. (b) The following statements shall be true (and each of the giving of the applicable Notice of Borrowing or Request for Issuance and the acceptance by the applicable Borrower of the any proceeds of any a Borrowing or the issuance of such Extension Letter of Credit shall constitute a representation and warranty by such the Borrower that on the date of such Extension of Credit such statements are true): (i) The representations and warranties of such Borrower contained in Section 4.01 (other than the representation and warranty excluding those contained in Section 4.01(esubsections (e) and (f) thereof with respect to each Extension of Credit requested after the representation and warranty set forth in the last sentence initial Extension of Section 4.01(f)Credit) are true and correct in all material respects on and as of the date of such Extension of Credit, before and after giving effect to such Extension of Credit 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 with respect to such Borrowercontinuing, or would result from such Extension of Credit or from the application of the proceeds therefromtherefrom or the issuance or amendment of any Letter of Credit in connection therewith, that constitutes a Defaultan Event of Default or would constitute an Event of Default with notice or lapse of time or both. (bc) The Administrative Agent shall have received such other approvalscertifications, opinions opinions, financial or other information, approvals and documents as the Administrative Agent, any Lender or LC Issuing Bank or any Lender may reasonably request through the Administrative Agent may reasonably requestAgent. (d) Each Letter of Credit shall be in form and substance acceptable to the LC Issuing Bank issuing such Letter of Credit.

Conditions Precedent to Each Extension of Credit. The obligation of each Lender, the Swingline Bank and each LC Issuing Bank, as applicable, to make each Extension of Credit to be made by it hereunder (other than in connection with any Borrowing that would not increase the aggregate principal amount of Advances outstanding immediately prior to the making of such Borrowing) shall be subject to the satisfaction of the conditions precedent set forth in Section 3.01 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 the applicable Borrower of the proceeds of any such Extension of Credit shall constitute a representation and warranty by such the Borrower that on the date of such Extension of Credit such statements are true): (i) The representations and warranties of such the Borrower contained in Section 4.01 (other than the representation and warranty in Section 4.01(e) and the representation and warranty set forth in the last sentence of Section 4.01(f)) are true and correct in all material respects on and as of the date of such Extension of Credit, before and after giving effect to such Extension of Credit 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 with respect to such Borrower, or would result from such Extension of Credit or from the application of the proceeds therefrom, that constitutes a Default. (b) The Administrative Agent shall have received copies or other evidence of such other approvals, approvals and such other opinions or documents as any Lender or Lender, the Swingline Bank, LC Issuing Bank through or the Administrative Agent may reasonably requestrequest through the Administrative Agent.

Conditions Precedent to Each Extension of Credit. The obligation of each Lender, Lender to make an Advance on the Swingline Bank occasion of each Borrowing and of each LC Issuing BankBank to issue, amend, extend or renew a Letter of Credit, in each case, as applicable, to make each part of an Extension of Credit to be made by it hereunder (other than in connection with any Borrowing that would not increase the aggregate principal amount of Advances outstanding immediately prior to the making of such Borrowing) shall be subject to the satisfaction of the further conditions precedent set forth in Section 3.01 and that on the date of such BorrowingExtension of Credit: (a) The Administrative Agent and the relevant LC Issuing Bank, if applicable, shall have received from the Borrower a notice requesting such Extension of Credit as required by Section 2.02 or 2.03, as applicable. (b) The following statements shall be true (and each of the giving of the applicable Notice of Borrowing or Request for Issuance and the acceptance by the applicable Borrower of the any proceeds of any a Borrowing or the issuance of such Extension Letter of Credit shall constitute a representation and warranty by such the Borrower that on the date of such Extension of Credit such statements are true): (i) i. The representations and warranties of such Borrower contained in Section 4.01 (other than the representation and warranty in Section 4.01(e) and the representation and warranty set forth excluding those contained in the last sentence of Section 4.01(f)subsection (e) and in subsections (f) and (n) thereof) are true and correct in all material respects on and as of the date of such Extension of Credit, before and after giving effect to such Extension of Credit and to the application of the proceeds therefrom, as though made on and as of such date; provided that the representations and warranties contained in Section 4.01(e) shall be deemed to refer to the most recent financial statements delivered pursuant to Section 5.01(c)(i) and (ii), as applicable; and (ii) . No event has occurred and is continuing with respect to such Borrowercontinuing, or would result from such Extension of Credit or from the application of the proceeds therefromtherefrom or the issuance or amendment of any Letter of Credit in connection therewith, that constitutes a Defaultan Event of Default or would constitute an Event of Default with notice or lapse of time or both. (bc) The Administrative Agent shall have received such other approvalscertifications, opinions opinions, financial or other information, approvals and documents as the Administrative Agent, any Lender or LC Issuing Bank or any Lender may reasonably request through the Administrative Agent may reasonably requestAgent. (d) Each Letter of Credit shall be in form and substance acceptable to the LC Issuing Bank issuing such Letter of Credit.

Conditions Precedent to Each Extension of Credit. The obligation of each Lender, the Swingline Bank Lender and each LC Issuing Bank, as applicable, to make each Extension of Credit to be made by it hereunder (other than in connection with any Borrowing that would not increase the aggregate principal amount of Advances outstanding immediately prior to the making of such Borrowing) shall be subject to the satisfaction of the conditions precedent set forth in Section 3.01 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 the applicable Borrower of the proceeds of any such Extension of Credit shall constitute a representation and warranty by such the Borrower that on the date of such Extension of Credit such statements are true): (i) The representations and warranties of such the Borrower contained in Section 4.01 (other than the representation and warranty in Section 4.01(e) and the representation and warranty set forth in the last sentence of Section 4.01(f)) are true and correct in all material respects on and as of the date of such Extension of Credit, before and after giving effect to such Extension of Credit 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 with respect to such Borrower, or would result from such Extension of Credit or from the application of the proceeds therefrom, that constitutes a Default. (b) The Administrative Agent shall have received copies or other evidence of such other approvals, approvals and such other opinions or documents as may be reasonably requested by the Administrative Agent or by any Lender or any LC Issuing Bank through the Administrative Agent may reasonably requestAgent.

Conditions Precedent to Each Extension of Credit. The obligation of each Lender, the Swingline Bank and each LC Issuing Bank, as applicable, Lender to make each an Extension of Credit to be made by it hereunder (other than in connection with on any Borrowing that would not increase the aggregate principal amount of Advances outstanding immediately prior to the making of such Borrowing) date shall be subject to the satisfaction of the conditions precedent set forth in Section 3.01 that, with respect to Term Loans, the effectiveness of this Agreement shall have occurred and on the date of such Borrowing: (a) The Extension of Credit the following statements shall be true (and in the case of Term Loans, each of the giving of the applicable Notice notice of Borrowing borrowing and the acceptance by the applicable Borrower of the proceeds of any such Extension of Credit Borrowing shall in each case constitute a representation and warranty by such the applicable Borrower that on the date of such Extension of Credit Borrowing such statements are true): (i) The the representations and warranties of such Borrower contained made by each Loan Party in Section 4.01 (other than or pursuant to the representation and warranty in Section 4.01(e) and the representation and warranty set forth in the last sentence of Section 4.01(f)) Loan Documents are true and correct in all material respects on and as of the such date of such Extension of Creditin all material respects, before and after giving effect to such Extension of Credit and to the application of the proceeds therefrom, as though made on and as of such date, andexcept to the extent that (A) such representations or warranties are qualified by a materiality standard, in which case they shall be true and correct in all respects and (B) such representations or warranties expressly 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); (ii) No no event has occurred and is continuing with respect to such Borrowercontinuing, or would result from such Extension of Credit or from the application of the proceeds therefrom, that constitutes a Default or an Event of Default.; and (biii) after giving effect to such Extension of Credit, no Covenant Compliance Event shall result therefrom. The Administrative Agent shall have received such other approvals, opinions or documents as any Lender or LC Issuing Bank through conditions set forth in this Section 4.02 are for the Administrative Agent may reasonably requestsole benefit of the Credit Parties.

Conditions Precedent to Each Extension of Credit. The obligation of each Lender, Lender to make an Advance on the Swingline Bank occasion of each Borrowing (including the initial Borrowing) and of each LC Issuing Bank, as applicable, Bank to make each Extension issue any Letter of Credit to be made by it hereunder (other than in connection with any Borrowing that would not increase the aggregate principal amount of Advances outstanding immediately prior to the making of such Borrowing) shall be subject to the satisfaction of the further conditions precedent set forth in Section 3.01 and that on the date of such Borrowing: (a) The the following statements shall be true (and each of the giving of the applicable Notice of Borrowing Borrowing, Request for Issuance or Notice of Conversion and the acceptance by the applicable Borrower of the any proceeds of any a Borrowing or the issuance of such Extension Letter of Credit shall constitute a representation and warranty by such the Borrower that on the date of such Extension of Credit or Conversion, as applicable, such statements are true): (i) The representations and warranties of such Borrower contained in Section 4.01 (other than the representation and warranty excluding those contained in Section 4.01(esubsections (e) and (f) thereof with respect to each Extension of Credit requested after the representation and warranty set forth in the last sentence initial Extension of Section 4.01(f)Credit) are true and correct in all material respects on and as of the date of such Extension of Credit, before and after giving effect to such Extension of Credit 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 with respect to such Borrowercontinuing, or would result from such Extension of Credit or from the application of the proceeds therefromtherefrom or the issuance or amendment of any Letter of Credit in connection therewith, that constitutes a Defaultan Event of Default or would constitute an Event of Default with notice or lapse of time or both. (b) The Administrative Agent shall have received such other approvals, opinions or documents with respect to the truth of the foregoing statements (i) and (ii) as any Lender or LC Issuing Bank through the Administrative Agent may reasonably request. (c) Each Letter of Credit shall be in form and substance acceptable to the LC Issuing Bank issuing such Letter of Credit.

Conditions Precedent to Each Extension of Credit. The obligation of each Lender, the Swingline Bank and each LC Issuing Bank, as applicable, Lender to make each an Extension of Credit to be made by it hereunder the Borrower (other than in connection with any Borrowing including the initial Extensions of Credit) that would not increase the aggregate principal amount of Advances obligations outstanding immediately prior to the making of such Borrowing) hereunder, shall be subject to the satisfaction of the following conditions precedent set forth in Section 3.01 and that on the date of such BorrowingExtension of Credit: (ai) The following statements shall be true (and each of the giving of the applicable Notice of Borrowing Borrowing, and the acceptance by the applicable Borrower of the proceeds of any such Extension of Credit Borrowing, shall constitute a representation and warranty by such the Borrower that on the date of such Extension of Credit such statements are true): (iA) The representations and warranties of such the Borrower contained in Section 4.01 (other than the representation and warranty in Section 4.01(e) and the representation and warranty set forth in the last sentence of Section 4.01(f)) hereof are true and correct in all material respects on and as of the date of such Extension of Credit, before and after giving effect to such Extension of Credit and to the application of the proceeds therefrom, as though made on and as of such date (other than, as to any such representation or warranty that by its terms refers to a specific date other than the date of such Extension of Credit, in which case, such representation and warranty shall be true and correct in all material respects as of such specific date) (provided that in each case, andsuch materiality qualifier is not applicable to any representations and warranties that are already qualified or modified by materiality in the text thereof); (iiB) No event has occurred and is continuing with respect to such Borrowercontinuing, or would result from such Extension of Credit or from the application of the proceeds therefrom, that constitutes a Defaultan Event of Default or an Unmatured Default with respect to the Borrower; and (C) Immediately following such Extension of Credit, the Outstanding Credits of the Lender shall not exceed the amount of the Commitment. (bii) The Administrative Agent Borrower shall have received such other approvals, opinions or documents as any delivered to the Lender or LC Issuing Bank through the Administrative Agent may reasonably requesta Notice of Borrowing.

Conditions Precedent to Each Extension of Credit. The obligation of each Lender, the Swingline Bank and each LC Issuing Bank, as applicable, Lender to make each Extension of Credit to be made by it hereunder (other than in connection with any Borrowing that would not increase the aggregate principal amount of Advances outstanding immediately prior to the making of such Borrowing) shall be subject to the satisfaction of the conditions precedent set forth in Section 3.01 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 the applicable Borrower of the proceeds of any such Extension of Credit shall constitute a representation and warranty by such the Borrower that on the date of such Extension of Credit such statements are true): (i) The representations and warranties of such the Borrower contained in Section 4.01 (other than the representation and warranty in Section 4.01(e) and the representation and warranty set forth in the last penultimate sentence of Section 4.01(f)) are true and correct in all material respects (or, if already qualified by materiality, in all respects) on and as of the date of such Extension of Credit, before and after giving effect to such Extension of Credit 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 with respect to such Borrower, or would result from such Extension of Credit or from the application of the proceeds therefrom, that constitutes a Default. (b) The Administrative Agent shall have received copies or other evidence of such other approvals, approvals and such other opinions or documents as may be reasonably requested by the Administrative Agent or by any Lender or LC Issuing Bank through the Administrative Agent may reasonably requestAgent.

Conditions Precedent to Each Extension of Credit. The obligation of each Lender, the Swingline Bank and each LC Issuing Bank, as applicable, Lender to make each an Extension of Credit to be made by it hereunder (other than in connection with any Borrowing that would not increase including the aggregate principal amount initial Extension of Advances outstanding immediately prior to Credit, but excluding the making Conversion of such Borrowinga Eurodollar Rate Loan into an ABR Loan) shall be subject to the satisfaction of the further conditions precedent set forth in Section 3.01 and that, on the date of such BorrowingExtension of Credit and after giving effect thereto: (a) The following statements shall be true (and each of the giving of the applicable Notice of Borrowing notice or request with respect thereto and the acceptance by the applicable Borrower making of the proceeds of any such Extension of Credit without prior correction by the Borrower shall (to the extent that such correction has been previously consented to by the Lenders) constitute a representation and warranty by such the Borrower that that, on the date of such Extension of Credit Credit, such statements are true): (i) The the representations and warranties of such Borrower contained in Section 4.01 6.01 of this Agreement (other than the representation and warranty those contained in Section 4.01(esubsections (e)(iii) and the representation and warranty set forth in the last sentence of Section 4.01(f)(f) thereof) are true and correct in all material respects on and as of the date of such Extension of Credit, before and after giving effect to such Extension of Credit and to the application of the proceeds therefromthereof, as though made on and as of such date, ; and (ii) No event no Default or Event of Default has occurred and is continuing with respect to such Borrowercontinuing, or would result from such Extension of Credit or from the application of the proceeds therefrom, that constitutes a Defaultthereof. (b) The Administrative Agent shall have received such other approvals, opinions or and documents as any Lender or LC Issuing Bank Lender, through the Administrative Agent Agent, may reasonably requestrequest as to the legality, validity, binding effect or enforceability of the Loan Documents or the business, assets, property, financial condition, results of operations or prospects of CMS Energy and its Consolidated Subsidiaries.

Conditions Precedent to Each Extension of Credit. The obligation of each Lender, the Swingline Bank Lender and each LC Issuing Bank, as applicable, to make each Extension of Credit to be made by it hereunder (other than in connection with any Borrowing that would not increase the aggregate principal amount of Advances outstanding immediately prior to the making of such Borrowing) shall be subject to the satisfaction of the conditions precedent set forth in Section 3.01 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 the applicable Borrower of the proceeds of any such Extension of Credit shall constitute a representation and warranty by such the Borrower that on the date of such Extension of Credit such statements are true): (i) The representations and warranties of such the Borrower contained in Section 4.01 (other than the representation and warranty in Section 4.01(e) and the representation and warranty set forth in the last penultimate sentence of Section 4.01(f)) are true and correct in all material respects (or, if already qualified by materiality, in all respects) on and as of the date of such Extension of Credit, before and after giving effect to such Extension of Credit 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 with respect to such Borrower, or would result from such Extension of Credit or from the application of the proceeds therefrom, that constitutes a Default. (b) The Administrative Agent shall have received copies or other evidence of such other approvals, approvals and such other opinions or documents as may be reasonably requested by the Administrative Agent or by any Lender or any LC Issuing Bank through the Administrative Agent may reasonably requestAgent.

Conditions Precedent to Each Extension of Credit. The obligation of each Lender, the Swingline Bank and each LC Issuing Bank, as applicable, to make each Extension of Credit to be made by it hereunder (other than in connection with any Borrowing that would not increase the aggregate principal amount of Advances outstanding immediately prior to the making of such Borrowing) shall be subject to the satisfaction of the conditions precedent set forth in Section 3.01 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 the applicable Borrower of the proceeds of any such Extension of Credit shall constitute a representation and warranty by such the Borrower that on the date of such Extension of Credit such statements are true): (i) The representations and warranties of such the Borrower contained in Section 4.01 (other than the representation and warranty in Section 4.01(e) and the representation and warranty set forth in the last sentence of Section 4.01(f)) are true and correct in all material respects on and as of the date of such Extension of Credit, before and after giving effect to such Extension of Credit 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 with respect to such Borrower, or would result from such Extension of Credit or from the application of the proceeds therefrom, that constitutes a Default. (b) The Administrative Agent shall have received copies or other evidence of such other approvals, approvals and such other opinions or documents as may be reasonably requested by the Administrative Agent or by any Lender Lender, the Swingline Bank or any LC Issuing Bank through the Administrative Agent may reasonably requestAgent.

Conditions Precedent to Each Extension of Credit. The obligation of each Lender, Lender and the Swingline Bank and each LC Issuing Bank, as applicable, to make each Extension of Credit to be made by it hereunder (other than in connection with any Borrowing that would not increase the aggregate principal amount of Advances outstanding immediately prior to the making of such Borrowing) shall be subject to the satisfaction of the conditions precedent set forth in Section 3.01 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 the applicable Borrower of the proceeds of any such Extension of Credit shall constitute a representation and warranty by such the Borrower that on the date of such Extension of Credit such statements are true): (i) The representations and warranties of such the Borrower contained in Section 4.01 (other than the representation and warranty in Section 4.01(e) and the representation and warranty set forth in the last sentence of Section 4.01(f)) are true and correct in all material respects on and as of the date of such Extension of Credit, before and after giving effect to such Extension of Credit 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 with respect to such Borrower, or would result from such Extension of Credit or from the application of the proceeds therefrom, that constitutes a Default. (b) The Administrative Agent shall have received such other approvals, opinions or documents as any Lender or LC Issuing Bank through the Administrative Agent may reasonably request.

Conditions Precedent to Each Extension of Credit. The obligation of each Lender, the Swingline Bank and each LC Lender or Issuing Bank, as applicablethe case may be, to make each an Extension of Credit to be made by it hereunder (other than in connection with any Borrowing that would not increase including the aggregate principal amount initial Extension of Advances outstanding immediately prior to Credit (including the making deemed issuance of such Borrowingthe Transitional Letters of Credit), but excluding the Conversion of a Eurodollar Rate Loan into an ABR Loan) shall be subject to the satisfaction of the further conditions precedent set forth in Section 3.01 and that, on the date of such BorrowingExtension of Credit and after giving effect thereto: (a) The following statements shall be true (and each of the giving of the applicable Notice of Borrowing notice or request with respect thereto and the acceptance making of such Extension of Credit without prior correction by the applicable Borrower of shall (to the proceeds of any extent that such Extension of Credit shall correction has been previously consented to by the Lenders and the Issuing Banks) constitute a representation and warranty by such Borrower that that, on the date of such Extension of Credit Credit, such statements are true): (i) The the representations and warranties of such Borrower contained in Section 4.01 7.01 of this Agreement (other than the representation and warranty those contained in Section 4.01(esubsections (e)(v) and the representation and warranty set forth in the last sentence of Section 4.01(f)(f) thereof) are true and correct in all material respects on and as of the date of such Extension of Credit, before and after giving effect to such Extension of Credit and to the application of the proceeds therefromthereof, as though made on and as of such date, ; and (ii) No event no Default or Event of Default has occurred and is continuing with respect to such Borrowercontinuing, or would result from such Extension of Credit or from the application of the proceeds therefrom, that constitutes a Defaultthereof. (b) The Administrative Agent shall have received such other approvals, opinions or and documents as any Lender or LC Issuing Bank Bank, through the Administrative Agent Agent, may reasonably requestrequest as to the legality, validity, binding effect or enforceability of the Loan Documents or the business, assets, property, financial condition, results of operations or prospects of the Company and its Consolidated Subsidiaries.

Conditions Precedent to Each Extension of Credit. The obligation of each Lender, the Swingline Bank and each LC Lender or Issuing Bank, as applicablethe case may be, to make each an Extension of Credit to be made by it hereunder (other than in connection with any Borrowing that would not increase including the aggregate principal amount initial Extension of Advances outstanding immediately prior to Credit (including the making deemed issuance of such Borrowingthe Transitional Letters of Credit), but excluding the Conversion of a Eurodollar Rate Loan into an ABR Loan) shall be subject to the satisfaction of the further conditions precedent set forth in Section 3.01 and that, on the date of such BorrowingExtension of Credit and after giving effect thereto: (a) The following statements shall be true (and each of the giving of the applicable Notice of Borrowing notice or request with respect thereto and the acceptance by the applicable Borrower making of the proceeds of any such Extension of Credit without prior correction by the Borrower shall (to the extent that such correction has been previously consented to by the Lenders and the Issuing Banks) constitute a representation and warranty by such the Borrower that that, on the date of such Extension of Credit Credit, such statements are true): (i) The the representations and warranties of such Borrower contained in Section 4.01 7.01 of this Agreement (other than the representation and warranty those contained in Section 4.01(esubsections (e)(iii) and the representation and warranty set forth in the last sentence of Section 4.01(f)(f) thereof) are true and correct in all material respects on and as of the date of such Extension of Credit, before and after giving effect to such Extension of Credit and to the application of the proceeds therefromthereof, as though made on and as of such date, ; and (ii) No event no Default or Event of Default has occurred and is continuing with respect to such Borrowercontinuing, or would result from such Extension of Credit or from the application of the proceeds therefrom, that constitutes a Defaultthereof. (b) The Administrative Agent shall have received such other approvals, opinions or and documents as any Lender or LC Issuing Bank Bank, through the Administrative Agent Agent, may reasonably requestrequest as to the legality, validity, binding effect or enforceability of the Loan Documents or the business, property, financial condition, results of operations or prospects of the Borrower and its Consolidated Subsidiaries.

Conditions Precedent to Each Extension of Credit. The obligation of each Lender, the Swingline Bank and each LC Issuing Bank, as applicable, Lender to make each Extension a Loan as part of Credit to be made by it hereunder (other than in connection with any Borrowing that would not increase (including the aggregate principal amount of Advances outstanding immediately prior to the making of such initial Borrowing) shall be subject to the satisfaction of the further conditions precedent set forth in Section 3.01 and that on the date of such BorrowingExtension of Credit: (ai) The following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the applicable Borrower of the proceeds of any such Extension of Credit Borrowing shall constitute a representation and warranty by such the Borrower that on the date of such Extension of Credit such statements are true): (iA) The the representations and warranties of such Borrower the Loan Parties contained in Section 4.01 (other than the representation and warranty in Section 4.01(e) and the representation and warranty set forth in the last sentence of Section 4.01(f)) hereof are true and correct in all material respects on and as of the date of such Extension of Credit, before and after giving effect to such Extension of Credit 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 with respect to such Borrowercontinuing, or would result from such Extension of Credit or from the application of the proceeds therefrom, that constitutes a Default.an Event of Default or would constitute an Event of Default but for the requirement that notice be given or time elapse or both; and (bC) the amount of such Extension of Credit, shall not exceed the amount of the Commitments at such time (ii) The Borrower shall have delivered to the Administrative Agent shall have received copies of such other approvals, opinions or approvals and documents as the Administrative Agent or any other Lender or LC Issuing Bank (through the Administrative Agent Agent) may reasonably request; and (iii) Immediately after giving effect to such Extension of Credit and any extensions of credit made or to be made on such day under the Other Pro Rata Facilities (A) the Pro Rata Condition shall be satisfied and (B) the Existing Credit Facilities shall be fully drawn or utilized.

Conditions Precedent to Each Extension of Credit. The obligation of each Lender, the Swingline Bank and each LC Lender or Issuing Bank, as applicablethe case may be, to make each an Extension of Credit to be made by it hereunder (other than in connection with any Borrowing that would not increase including the aggregate principal amount initial Extension of Advances outstanding immediately prior to the making of such BorrowingCredit, but excluding Conversions) shall be subject to the satisfaction of the further conditions precedent set forth in Section 3.01 and that, on the date of such BorrowingExtension of Credit and after giving effect thereto: (a) The following statements shall be true (and each of the giving of the applicable Notice of Borrowing notice or request with respect thereto and the acceptance by the applicable Borrower making of the proceeds of any such Extension of Credit shall constitute a representation and warranty by such the Borrower that that, on the date of such Extension of Credit Credit, such statements are true): (i) The the representations and warranties of such Borrower contained in Section 4.01 7.01 (other than than, in the case of any amendment of any Letter of Credit having the effect of extending the stated termination date thereof, the representation and warranty contained in Section 4.01(e) and the representation and warranty set forth in the last sentence of Section 4.01(f7.01(f)(ii)) of this Agreement are true and correct in all material respects on and as of the date of such Extension of Credit, before and after giving effect to such Extension of Credit and to the application of the proceeds therefromthereof, as though made on and as of such date, ; and (ii) No event no Unmatured Default or Event of Default has occurred and is continuing with respect to such Borrowercontinuing, or would result from such Extension of Credit or from the application of the proceeds therefrom, that constitutes a Defaultthereof. (b) The Administrative Agent shall have received such other approvals, opinions or and documents as any Lender or LC Issuing Bank Bank, through the Administrative Agent Agent, may reasonably and in good faith request, and such approvals, opinions and documents shall be in form and substance satisfactory to the Administrative Agent.

Conditions Precedent to Each Extension of Credit. The obligation of each Lender, Bank to make an Advance on the Swingline Bank occasion of each Borrowing (including the initial Borrowing) and of each LC Issuing Bank, as applicable, Bank to make each Extension issue any Letter of Credit (including the initial Letter of Credit) or to amend any Letter of Credit having the effect of extending the stated termination date thereof or increasing the maximum amount available to be made by it hereunder (other than in connection with any Borrowing that would not increase the aggregate principal amount of Advances outstanding immediately prior to the making of such Borrowing) drawn thereunder shall be subject to the satisfaction of the further conditions precedent set forth in Section 3.01 and that on the date of such Borrowing: Extension of Credit, (a) The the applicable Borrower shall certify that the following statements shall be true (and each of the giving of the applicable Notice of Borrowing or Request for Issuance and the acceptance by the applicable such Borrower of the proceeds of any such Extension Borrowing or the issuance or amendment of such Letter of Credit (as the case may be) shall constitute a representation and warranty by such Borrower that on the date of such Extension of Credit such statements are true): (i) The representations and warranties of such Borrower contained in Section 4.01 (other than the representation and warranty in Section 4.01(e) and the representation and warranty set forth in the last sentence of Section 4.01(fsubsections (e)(i), (e)(ii) and (e)(iii), as applicable, and subsection (g) thereof) are true and correct in all material respects on and as of the date of such Extension of Credit, before and after giving effect to such Extension of Credit 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 with respect to such Borrowercontinuing, or would result from such Extension of Credit or from the application of the proceeds therefrom, that constitutes a Default. an Event of Default or would constitute an Event of Default but for the requirement that notice be given or time elapse or both; and (b) The the Administrative Agent shall have received such other approvals, opinions or documents as any Lender Bank or LC Issuing Bank through the Administrative Agent may reasonably request.

Conditions Precedent to Each Extension of Credit. The obligation of the Lenders to fund each Lenderborrowing (including, without limitation, the Swingline Bank initial Borrowing or Discretionary Borrowing after the date of this Agreement) and each LC of the Issuing BankLender to issue, as applicableamend, to make each Extension renew or extend Letters of Credit (but, in the case of any amendment, only if such amendment has the effect of increasing the LC Exposure of any Lender or extending the maturity of the applicable Letter of Credit), and of the Lenders to be made by it hereunder (other than purchase the participations in connection with any Borrowing that would not increase the aggregate principal amount Existing Letters of Advances outstanding immediately prior Credit pursuant to the making first sentence of such Borrowing) shall be Section 2.08(d), is subject to the satisfaction following (in the case of a Discretionary Borrowing, unless otherwise agreed by the conditions precedent set forth in Section 3.01 and on the date of such Borrowing:relevant Lender): (a) The following statements Administrative Agent shall be true (and each of have received by telecopy or otherwise, the giving of the applicable Notice of Conventional Borrowing required by Section 2.01(c) or notice of issuance, amendment, renewal or extension required by Section 2.08(b), or the Company and the acceptance by relevant Lender shall have agreed on terms and conditions for such Discretionary Borrowing satisfactory to such Lender and the applicable Borrower Company that are not inconsistent with the provisions of this Agreement. (b) After giving effect to such extension of credit, and to the application of the proceeds of any such Extension of Credit shall constitute a representation and warranty by such Borrower that on (if any) thereof, the date of such Extension of Credit such statements are true): (i) The representations and warranties of such Borrower contained in Section 4.01 (Article VI, other than the representation representations and warranty in Section 4.01(e) and warranties made by the representation and warranty set forth Company in the last sentence of Section 4.01(f)) are 6.02 and Sections 6.03 and 6.04, shall be true and correct in all material respects on and as of the particular date of such Extension extension of Credit, before and after giving effect to such Extension of Credit and to the application of the proceeds therefrom, credit as though made on and as of such date (except, in the case of any exhibit referred to in Article VI, to the extent such exhibit expressly relates to a prior date) and each such extension of credit shall be deemed to constitute a representation and warranty by the Company on the applicable date (except, andin the case of any exhibit referred to in Article VI, to the extent such exhibit expressly relates to an earlier date) as to the matters set forth in Article VI (other than the representations and warranties made by the Company in the last sentence of Section 6.02 and in Sections 6.03 and 6.04). (iic) Except as otherwise set forth therein, or in certificates accompanying such financial statements, the most recent financial statements delivered to the Lenders pursuant to Section 8.02 fairly present in all material respects the financial condition of the Company and its Subsidiaries on a consolidated basis and the results of its and their operations as at the dates and for the periods indicated. Each such extension of credit shall be deemed to constitute a representation and warranty by the Company on the applicable date to such effect. (d) No event has Default shall have occurred and is be continuing with respect or shall occur after giving effect to such Borrower, or would result from such Extension extension of Credit or from credit and the application of the proceeds therefrom(if any) thereof, that constitutes and each extension of credit shall be deemed to constitute a Defaultrepresentation and warranty by the Company on the applicable date to such effect. (be) The Administrative Agent After giving effect to such extension of credit, and the application of the proceeds (if any) thereof, (x) the sum of the aggregate outstanding principal amount of Loans and the aggregate LC Exposure shall have received not exceed the Commitments and (y) the aggregate LC Exposure shall not exceed $200,000,000. Each such other approvals, opinions or documents as any Lender or LC Issuing Bank through extension of credit shall be deemed to constitute a representation and warranty by the Administrative Agent may reasonably requestCompany on the applicable date to such effect.

Conditions Precedent to Each Extension of Credit. The obligation of each Lender, Lender to make an Advance on the Swingline Bank occasion of each Borrowing (including the initial Borrowing) and of each LC Issuing Bank, as applicable, Bank to make each Extension issue any Letter of Credit to be made by it hereunder (other than in connection with any Borrowing that would not increase the aggregate principal amount of Advances outstanding immediately prior to the making of such Borrowing) shall be subject to the satisfaction of the further conditions precedent set forth in Section 3.01 and that on the date of such Borrowing: (a) The the following statements shall be true (and each of the giving of the applicable Notice of Borrowing Borrowing, Request for Issuance or Notice of Conversion and the acceptance by the applicable Borrower of the any proceeds of any a Borrowing or the issuance of such Extension Letter of Credit shall constitute a representation and warranty by such the Borrower that on the date of such Extension of Credit or Conversion, as applicable, such statements are true): (i) The representations and warranties of such Borrower contained in Section 4.01 (other than the representation and warranty excluding those contained in Section 4.01(esubsections (e) and (f) thereof with respect to each Extension of Credit requested after the representation and warranty set forth in the last sentence initial Extension of Section 4.01(f)Credit) are true and correct in all material respects on and as of the date of such Extension of Credit, before and after giving effect to such Extension of Credit 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 with respect to such Borrowercontinuing, or would result from such Extension of Credit or from the application of the proceeds therefromtherefrom or the issuance or amendment of any Letter of Credit in connection therewith, that constitutes a DefaultPrepayment Event or an Event of Default or would constitute a Prepayment Event or an Event of Default with notice or lapse of time or both. (b) The Administrative Agent shall have received such other approvals, opinions or documents with respect to the truth of the foregoing statements (i) and (ii) as any Lender or LC Issuing Bank through the Administrative Agent may reasonably request. (c) Each Letter of Credit shall be in form and substance acceptable to the LC Issuing Bank issuing such Letter of Credit.

Conditions Precedent to Each Extension of Credit. ‌ The obligation of each Lender, the Swingline Bank and each LC Issuing Bank, as applicable, Bank and the Swingline Lender to make each Extension of Credit to be made by it hereunder (other than in connection with any Borrowing that would not increase the aggregate principal amount of Advances Loans outstanding immediately prior to the making of such Borrowing) shall be subject to the satisfaction of the conditions precedent set forth in Section 3.01 and following statements being true on the date of such Borrowing: (a) The following statements shall be true Borrowing (and each of the giving of the applicable Notice of Borrowing or Request for Issuance and the acceptance by the applicable Borrower of the proceeds of any such Extension of Credit shall constitute a representation and warranty by such the Borrower that on the date of such Extension of Credit such statements are true): (i) The representations and warranties of such the Borrower contained in Section 4.01 (other than the representation representations and warranty in Section 4.01(e) and the representation and warranty set forth warranties in the last first sentence of Section 4.01(f4.01(g), in Section 4.01(i) and in the first sentence of Section 4.01(n)) are true and correct in all material respects (without duplication of any materiality qualifiers) on and as of the date of such Extension of Credit, before and after giving effect to such Extension of Credit 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 with respect to such Borrowercontinuing, or would result from such Extension of Credit or from the application of the proceeds therefrom, that constitutes a Default. (b) The Administrative Agent shall have received such other approvals, opinions or documents as any Lender or LC Issuing Bank through the Administrative Agent may reasonably request.

Conditions Precedent to Each Extension of Credit. The obligation of each Lender, the Swingline Bank and each LC Issuing Bank, as applicable, Lender to make each Extension of Credit Advances to be made by it hereunder (other than in connection with any Borrowing that would not increase including the aggregate principal amount initial Advance to be made by it) and the obligation of Advances outstanding immediately prior an LC Bank to issue or extend Letters of Credit (including the making initial Letter of such BorrowingCredit to be issued by it) shall be subject to the satisfaction of the further conditions precedent set forth in Section 3.01 and that on the date of such BorrowingExtension of Credit: (a) The following statements shall be true (and each of the giving of the applicable Notice notice or request by the Borrower with respect to such Extension of Borrowing Credit and the acceptance by the applicable Borrower of the proceeds of any such Extension of Credit shall constitute a representation and warranty by such the Borrower that that, on the date of such Extension of Credit Credit, such statements are true): (i) The representations and warranties of such Borrower contained in Section 4.01 (other than the representation and warranty in Section 4.01(e) and the representation and warranty those set forth in the last sentence of Section 4.01(f)subsection (f) and in subsections (m) and (n) thereof) are true and correct in all material respects on and as of the date of such Extension of Credit, before and after giving effect to such Extension of Credit 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 with respect to such Borrower, or would result from such Extension of Credit Credit, or from the application of the proceeds therefrom, that constitutes an Event of Default or, except in the case of a Borrowing that would not increase the aggregate principal amount of Outstanding Credits, an Unmatured Default. (b) The Borrower shall have furnished to the Administrative Agent shall have received such other approvals, opinions or documents as any Lender or the LC Issuing Bank Bank, through the Administrative Agent Agent, may reasonably requestrequest as to the legality, validity, binding effect or enforceability of this Agreement or the financial condition, properties, operations or prospects of the Borrower and its Subsidiaries.

Conditions Precedent to Each Extension of Credit. The obligation of each Lender, the Swingline Bank and each LC Issuing Bank, as applicable, Lender to make each an Extension of Credit to be made by it hereunder (other than in connection with any Borrowing that would not increase including the aggregate principal amount initial Extension of Advances outstanding immediately prior to Credit, but excluding the making Conversion of such Borrowinga Eurodollar Rate Loan into an ABR Loan) shall be subject to the satisfaction of the further conditions precedent set forth in Section 3.01 and that, on the date of such BorrowingExtension of Credit and after giving effect thereto: (a) The following statements shall be true (and each of the giving of the applicable Notice of Borrowing notice or request with respect thereto and the acceptance by the applicable Borrower making of the proceeds of any such Extension of Credit without prior correction by the Borrower shall (to the extent that such correction has been previously consented to by the Lenders) constitute a representation and warranty by such the Borrower that that, on the date of such Extension of Credit Credit, such statements are true): (i) The the representations and warranties of such Borrower contained in Section 4.01 6.01 of this Agreement (other than the representation and warranty those contained in Section 4.01(esubsections (e)(iii) and the representation and warranty set forth in the last sentence of Section 4.01(f)(f) thereof) are true and correct in all material respects on and as of the date of such Extension of Credit, before and after giving effect to such Extension of Credit and to the application of the proceeds therefromthereof, as though made on and as of such date, ; and (ii) No event no Default or Event of Default has occurred and is continuing with respect to such Borrowercontinuing, or would result from such Extension of Credit or from the application of the proceeds therefrom, that constitutes a Defaultthereof. (b) The Administrative Agent shall have received such other approvals, opinions or and documents as any Lender or LC Issuing Bank Lender, through the Administrative Agent Agent, may reasonably requestrequest as to the legality, validity, binding effect or enforceability of the Loan Documents or the business, assets, property, financial condition, results of operations or prospects of the Borrower and its Consolidated Subsidiaries.

Conditions Precedent to Each Extension of Credit. The obligation of each Lender, the Swingline Bank and each LC Lender or Issuing Bank, as applicablethe case may be, to make each an Extension of Credit to be made by it hereunder (other than in connection with any Borrowing that would not increase including the aggregate principal amount initial Extension of Advances outstanding immediately prior to Credit (including the making deemed issuance of such Borrowingthe Transitional Letters of Credit), but excluding the Conversion of a Eurodollar Rate Loan into an ABR Loan) shall be subject to the satisfaction of the further conditions precedent set forth in Section 3.01 and that, on the date of such BorrowingExtension of Credit and after giving effect thereto: (a) The following statements shall be true (and each of the giving of the applicable Notice of Borrowing notice or request with respect thereto and the acceptance making of such Extension of Credit without prior correction by the applicable Borrower of shall (to the proceeds of any extent that such Extension of Credit shall correction has been previously consented to by the Lenders and the Issuing Banks) constitute a representation and warranty by such Borrower that that, on the date of such Extension of Credit Credit, such statements are true): (i) The the representations and warranties of such Borrower contained in Section 4.01 7.01 of this Agreement (other than the representation and warranty those contained in Section 4.01(esubsections (e)(v) and the representation and warranty set forth in the last sentence of Section 4.01(f)(f) thereof) are true and correct in all material respects on and as of the date of such Extension of Credit, before and after giving effect to such Extension of Credit and to the application of the proceeds therefromthereof, as though made on and as of such date, ; and (ii) No event no Default or Event of Default has occurred and is continuing with respect to such Borrowercontinuing, or would result from such Extension of Credit or from the application of the proceeds therefrom, that constitutes a Defaultthereof. (b) The Administrative Agent shall have received such other approvals, opinions or and documents as any Lender or LC Issuing Bank Bank, through the Administrative Agent Agent, may reasonably requestrequest as to the legality, validity, binding effect or enforceability of the Loan Documents or the business, property, financial condition, results of operations or prospects of the Company and its Consolidated Subsidiaries.

Conditions Precedent to Each Extension of Credit. The obligation of each Lender, the Swingline Bank and each LC Issuing Bank, as applicable, Lender to make an Advance on the occasion of each Borrowing (including the initial Borrowing) and of the Issuing Bank to make any Extension of Credit relating to be made by it hereunder (other than in connection with any Borrowing that would not increase the aggregate principal amount a Letter of Advances outstanding immediately prior to the making of such Borrowing) Credit shall be subject to the satisfaction further conditions precedent that (a) in the case of the conditions precedent set forth in Section 3.01 and making of an Advance, the Administrative Agent shall have received the written confirmatory Notice of Borrowing with respect thereto, (b) on the date of such Borrowing: (a) The Extension of Credit, the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the applicable Borrower of the proceeds of any such Extension of Credit Borrowing shall constitute a representation and warranty by such the Borrower that on the date of such Extension of Credit Borrowing such statements are true): (i) The representations and warranties of such Borrower contained in Section 4.01 (other than the representation and warranty in Section 4.01(e) and the representation and warranty set forth in the last sentence of Section 4.01(f)) are true and correct in all material respects on and as of the date of such Extension of Credit, Credit before and after giving effect to such Extension of Credit 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 with respect to such Borrowercontinuing, or would result from such Extension of Credit or from the application of the proceeds therefrom, that constitutes a Default. an Event of Default or that would constitute an Event of Default but for the requirement that notice be given or time elapse, or both; and (bc) The the Administrative Agent shall have received such other approvals, opinions or and documents as the Issuing Bank or any Lender or LC Issuing Bank through the Administrative Agent may reasonably request.

Conditions Precedent to Each Extension of Credit. The obligation of each Lender, the Swingline Bank and each LC Issuing Bank, as applicable, Lender to make each an Extension of Credit to be made by it hereunder (other than in connection with on any Borrowing that would not increase the aggregate principal amount of Advances outstanding immediately prior to the making of such Borrowing) date shall be subject to the satisfaction of the conditions precedent set forth in Section 3.01 that the Commitment Effective Date shall have occurred and on the date of such Borrowing: (a) The Extension of Credit the following statements shall be true (and each of the giving of the applicable Notice of Borrowing or Application for a Letter of Credit, as the case may be, and the acceptance by the applicable Borrower of the proceeds of any such Extension Borrowing or the issuance of Credit such Letter of Credit, as applicable, shall constitute a representation and warranty by such the Borrower that on the date of such Extension Borrowing or Letter of Credit issuance such statements are true): (i) The the representations and warranties of such Borrower contained made by each Loan Party in Section 4.01 (other than or pursuant to the representation and warranty in Section 4.01(e) and the representation and warranty set forth in the last sentence of Section 4.01(f)) Loan Documents are true and correct in all material respects on and as of the such date of such Extension of Creditin all material respects, before and after giving effect to such Extension of Credit and to the application of the proceeds therefrom, as though made on and as of such date, andexcept to the extent that (A) such representations or warranties are qualified by a materiality standard, in which case they shall be true and correct in all respects, (B) such representations or warranties expressly 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 (C) such representations and warranties relate to Section 5.01(f), in which case the representation and warranty shall be limited to clause (c) of the definition of “Material Adverse Effect”; (ii) No no event has occurred and is continuing with respect to such Borrowercontinuing, or would result from such Extension of Credit or from the application of the proceeds therefrom, that constitutes a Default or an Event of Default.; and (biii) The Administrative Agent shall have received after giving effect to such other approvalsExtension of Credit, opinions or documents as any Lender or LC Issuing Bank through the Administrative Agent may reasonably requestTotal Extensions of Credit will not exceed the Line Cap.

Conditions Precedent to Each Extension of Credit. The obligation of each Lender, the Swingline Bank and each Lender or LC Issuing Bank, as applicablethe case may be, to make each an Extension of Credit to be made by it hereunder (other than in connection with any Borrowing that would not increase including the aggregate principal amount initial Extension of Advances outstanding immediately prior to the making of such BorrowingCredit) shall be subject to the satisfaction of the further conditions precedent set forth in Section 3.01 and that, on the date of such BorrowingExtension of Credit and after giving effect thereto: (a) The following statements shall be true (and each of the giving of the applicable Notice of Borrowing notice or request with respect thereto and the acceptance by the applicable Borrower making of the proceeds of any such Extension of Credit shall constitute a representation and warranty by such the Borrower that that, on the date of such Extension of Credit Credit, such statements are true): (i) The the representations and warranties of such Borrower contained in Section 4.01 5.01 of this Agreement (other than the representation those contained in subsections (e) and warranty (f) thereof) and in Section 4.01(e6 of the Guaranty (other than those contained in subsections (f) and the representation and warranty set forth in the last sentence of Section 4.01(f)(g) thereof) are true and correct in all material respects on and as of the date of such Extension of Credit, before and after giving effect to such Extension of Credit and to the application of the proceeds therefromthereof, as though made on and as of such date, ; and (ii) No event no Event of Default has occurred and is continuing with respect to such Borrowercontinuing, or would result from such Extension of Credit or from the application of the proceeds therefrom, that constitutes a Defaultthereof. (b) The Administrative Agent shall have received such other approvals, opinions or and documents as the Majority Lenders or any Lender or LC Issuing Bank Bank, through the Administrative Agent Agent, may reasonably requestrequest as to the legality, validity, binding effect or enforceability of the Loan Documents or the financial condition, results of operations, operations, business, properties or prospects of the Borrower or of the Parent and its Subsidiaries.

Conditions Precedent to Each Extension of Credit. The obligation of (i) each Lender, the Swingline Bank and each LC Issuing Bank, as applicable, Lender to make an Advance on the occasion of each Extension of Credit to be made by it hereunder Borrowing (other than in connection with any Borrowing including the initial Borrowing) that would not increase cause the aggregate principal amount of Advances outstanding immediately prior hereunder to increase and (ii) the making LC Issuing Bank to issue any Letter of such Borrowing) Credit shall be subject to the satisfaction of the conditions precedent set forth in Section 3.01 and that, on the date of such BorrowingExtension of Credit: (a) The the following statements shall be true and correct (and each of the giving of the applicable Notice of Borrowing or Request for Issuance, as the case may be, and the acceptance by the applicable Borrower of the proceeds of any such Extension Borrowing or the issuance of Credit such Letter of Credit, as the case may be, shall constitute a representation and warranty by such the Borrower that that, on the date of such Extension of Credit Credit, such statements are truetrue and correct): (i) The the representations and warranties of such Borrower contained in Section 4.01 (other than the representation and warranty in Section 4.01(e) and the representation and warranty set forth in the last sentence of Section 4.01(f)) are true and correct in all material respects on and as of the date of such Extension of Credit, before and after giving effect to such Extension of Credit and to the application of the proceeds therefromof any Borrowing made in connection therewith or the issuance or amendment of any Letter of Credit in connection therewith, as the case may be, as though made on and as of such date, ; and (ii) No no event has occurred and is continuing with respect to such Borrowercontinuing, or would result from such Extension of Credit or from the application of the proceeds therefromof any Borrowing made in connection therewith or the issuance or amendment of any Letter of Credit in connection therewith, as the case may be, that constitutes a an Event of Default or an Unmatured Default.; and (b) The Administrative the Agent shall have received such other approvals, opinions opinions, or documents as any Lender the Agent, or LC Issuing Bank the Majority Lenders through the Administrative Agent Agent, may reasonably request, and such approvals, opinions, and documents shall be satisfactory in form and substance to the Agent.

Conditions Precedent to Each Extension of Credit. The obligation of each Lender, the Swingline LC Bank and each LC Issuing Bank, as applicable, to make each any Extension of Credit to be made by it hereunder (other than in connection with any Borrowing that would not increase including the aggregate principal amount initial Extension of Advances outstanding immediately prior to the making of such BorrowingCredit) shall be subject to the satisfaction (or waiver in accordance with Section 11.02) of each of the conditions precedent set forth in Section 3.01 and on the date of such Borrowingfollowing conditions: (a) The following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the applicable Borrower of the proceeds of any such Extension of Credit shall constitute a representation and warranty by such Borrower that on the date of such Extension of Credit such statements are true): (i) The representations and warranties of such Borrower contained in Section 4.01 (other than the representation and warranty in Section 4.01(e) Guarantor and the representation and warranty Borrower set forth in the last sentence of Section 4.01(f)) are this Agreement shall be true and correct in all material respects on and as of the date of such Extension of Credit, before except to the extent that such representations and warranties are specifically limited to a prior date, in which case such representations and warranties shall be true and correct in all material respects on and as of such prior date. (b) After giving effect to such Extension of Credit, together with all other Extensions of Credit to be made contemporaneously therewith, such Extension of Credit will not result in the sum of the then Total Outstanding Principal exceeding the Aggregate Commitments. (c) Such Extension of Credit will comply with all other applicable requirements of Article II, including without limitation Sections 2.01. (d) At the time of and immediately after giving effect to such Extension of Credit Credit, no Default or Event of Default shall have occurred and to the application of the proceeds therefrom, as though made on and as of such date, andbe continuing. (iie) No event has occurred and is continuing with respect to such BorrowerIn the case of a Letter of Credit's Modification, or would result from such a Request for Modification. Each Extension of Credit or from and the application acceptance by the Borrower of the proceeds therefrombenefits thereof shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in paragraphs (a), that constitutes a Default. (b), (c) The Administrative Agent shall have received such other approvals, opinions or documents as any Lender or LC Issuing Bank through the Administrative Agent may reasonably requestand (d) of this Section.

Conditions Precedent to Each Extension of Credit. The obligation of each Lender, the Swingline Bank and each LC Lender or Issuing Bank, as applicablethe case may be, to make each an Extension of Credit (including the initial Extension of Credit, but excluding Conversions) to be made by it hereunder (other than in connection with or for the account of any Borrowing that would not increase the aggregate principal amount of Advances outstanding immediately prior to the making of such Borrowing) Borrower shall be subject to the satisfaction of the further conditions precedent set forth in Section 3.01 and that, on the date of such Borrowing: (a) The Extension of Credit and after giving effect thereto, the following statements shall be true (and each of the giving of the applicable Notice of Borrowing notice or request with respect thereto and the acceptance by the applicable Borrower making of the proceeds of any such Extension of Credit shall constitute a representation and warranty by such Borrower that that, on the date of such Extension of Credit Credit, such statements are true): (ia) The the representations and warranties of such Borrower and, prior to the occurrence of the Guaranty Termination Date with respect to such Borrower, the Guarantor contained in Section 4.01 this Agreement and the other Loan Documents (other than than, with respect to any Extension of Credit made after the representation Closing Date, the representations and warranty in Section 4.01(e) and the representation and warranty warranties set forth in the last sentence of Section 4.01(fSections 7.01(c)(ii), 7.01(c)(iii) and 7.01(h)(i)(B)) are true and correct in all material respects on and as of the date of such Extension of Credit, before and after giving effect to such Extension of Credit and to the application of the proceeds therefromthereof, as though made on and as of such date (except for any such representations and warranties that expressly relate to an earlier date, in which case such representations and warranties were true and correct as of such earlier date); and (iib) No event has occurred and is continuing no Default or Event of Default with respect to such Borrower or, prior to the occurrence of the Guaranty Termination Date with respect to such Borrower, the Guarantor has occurred and is continuing, or would result from such Extension of Credit or from the application of the proceeds therefrom, that constitutes a Defaultthereof. (b) The Administrative Agent shall have received such other approvals, opinions or documents as any Lender or LC Issuing Bank through the Administrative Agent may reasonably request.

Conditions Precedent to Each Extension of Credit. The obligation of each Lender, Lender to make an Advance on the Swingline Bank occasion of each Borrowing and of each LC Issuing BankBank to issue, amend, extend or renew a Letter of Credit, in each case, as applicable, to make each part of an Extension of Credit to be made by it hereunder (other than in connection with any Borrowing that would not increase the aggregate principal amount of Advances outstanding immediately prior to the making of such Borrowing) shall be subject to the satisfaction of the further conditions precedent set forth in Section 3.01 and that on the date of such BorrowingExtension of Credit: (a) The Administrative Agent and the relevant LC Issuing Bank, if applicable, shall have received from the Borrower a notice requesting such Extension of Credit as required by Section 2.02 or 2.03, as applicable. (b) The following statements shall be true (and each of the giving of the applicable Notice of Borrowing or Request for Issuance and the acceptance by the applicable Borrower of the any proceeds of any a Borrowing or the issuance of such Extension Letter of Credit shall constitute a representation and warranty by such the Borrower that on the date of such Extension of Credit such statements are true): (i) i. The representations and warranties of such Borrower contained in Section 4.01 (other than the representation and warranty in Section 4.01(e) and the representation and warranty set forth excluding those contained in the last sentence of Section 4.01(f)subsection (e) and in subsections (f) and (n) thereof) are true and correct in all material respects on and as of the date of such Extension of Credit, before and after giving effect to such Extension of Credit and to the application of the proceeds therefrom, as though made on and as of such date; provided that the representations and warranties contained in Section 4.01(e) shall be deemed to refer to the most recent financial statements delivered pursuant to Section 5.01(c)(i) and (ii), as applicable; ii. Such Extension of Credit is being made in accordance with the terms and conditions of the City Council Authorization; and (ii) iii. No event has occurred and is continuing with respect to such Borrowercontinuing, or would result from such Extension of Credit or from the application of the proceeds therefromtherefrom or the issuance or amendment of any Letter of Credit in connection therewith, that constitutes a Defaultan Event of Default or would constitute an Event of Default with notice or lapse of time or both. (bc) The Administrative Agent shall have received such other approvalscertifications, opinions opinions, financial or other information, approvals and documents as the Administrative Agent, any Lender or LC Issuing Bank or any Lender may reasonably request through the Administrative Agent may reasonably requestAgent. (d) Each Letter of Credit shall be in form and substance acceptable to the LC Issuing Bank issuing such Letter of Credit.

Conditions Precedent to Each Extension of Credit. The obligation of each Lender, Lender to make an Advance on the Swingline Bank occasion of each Borrowing and of each LC Issuing BankBank to issue, amend, extend or renew a Letter of Credit, in each case, as applicable, to make each part of an Extension of Credit to be made by it hereunder (other than in connection with any Borrowing that would not increase the aggregate principal amount of Advances outstanding immediately prior to the making of such Borrowing) shall be subject to the satisfaction of the further conditions precedent set forth in Section 3.01 and that on the date of such BorrowingExtension of Credit: (a) The Administrative Agent and the relevant LC Issuing Bank, if applicable, shall have received from the Borrower a notice requesting such Extension of Credit as required by Section 2.02 or 2.03, as applicable. (b) The following statements shall be true (and each of the giving of the applicable Notice of Borrowing or Request for Issuance and the acceptance by the applicable Borrower of the any proceeds of any a Borrowing or the issuance of such Extension Letter of Credit shall constitute a representation and warranty by such the Borrower that on the date of such Extension of Credit such statements are true): (i) The representations and warranties of such Borrower contained in Section 4.01 (other than the representation and warranty in Section 4.01(e) and the representation and warranty set forth excluding those contained in the last sentence of Section 4.01(f)subsection (e) and in subsections (f) and (n) thereof) are true and correct in all material respects on and as of the date of such Extension of Credit, before and after giving effect to such Extension of Credit and to the application of the proceeds therefrom, as though made on and as of such date; provided that, if financial statements have been delivered pursuant to Section 5.01(c)(i) or Section 5.01(c)(ii), the representations and warranties contained in Section 4.01(e) shall be deemed to refer to the most recent financial statements delivered; (ii) Such Extension of Credit is being made in accordance with the terms and conditions of the City Council Authorization; and (iiiii) No event has occurred and is continuing with respect to such Borrowercontinuing, or would result from such Extension of Credit or from the application of the proceeds therefromtherefrom or the issuance or amendment of any Letter of Credit in connection therewith, that constitutes a Defaultan Event of Default or would constitute an Event of Default with notice or lapse of time or both. (bc) The Administrative Agent shall have received such other approvalscertifications, opinions opinions, financial or other information, approvals and documents as the Administrative Agent, any Lender or LC Issuing Bank or any Lender may reasonably request through the Administrative Agent may reasonably requestAgent. (d) Each Letter of Credit shall be in form and substance acceptable to the LC Issuing Bank issuing such Letter of Credit.

Conditions Precedent to Each Extension of Credit. The obligation of each Lender, the Swingline Bank and each LC Issuing Bank, as applicable, Lender to make each Extension the Loans on the Effective Date (but excluding any conversion or continuation of Credit to be made by it hereunder (other than in connection with any Borrowing that would not increase the aggregate principal amount of Advances outstanding immediately prior to the making of such BorrowingLoan) shall be subject to the satisfaction (or waiver in accordance with Section 11.02) of each of the conditions precedent set forth in Section 3.01 and on the date of such Borrowingfollowing conditions: (a) The following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the applicable Borrower of the proceeds of any such Extension of Credit shall constitute a representation and warranty by such Borrower that on the date of such Extension of Credit such statements are true): (i) The representations and warranties of such the Borrower contained in Section 4.01 (other than the representation and warranty in Section 4.01(e) and the representation and warranty set forth in the last sentence of Section 4.01(f)) are this Agreement shall be true and correct in all material respects on and as of the date of such each Extension of Credit, before except to the extent that such representations and warranties are specifically limited to a prior date, in which case such representations and warranties shall be true and correct in all material respects on and as of such prior date; provided, that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by “materiality,” “Material Adverse Effect” or similar language in the text thereof. (b) Such Extension of Credit will comply with all other applicable requirements of Article II, including, without limitation Sections 2.01 and 2.02, as applicable. (c) At the time of and immediately after giving effect to such Extension of Credit and to the application Credit, no Default or Event of the proceeds therefrom, as though made on and as of such date, and (ii) No event has Default shall have occurred and is be continuing with respect to such Borrower, or would result from such Extension of Credit or from the application of the proceeds therefrom, that constitutes a Defaultthereof. (bd) The Administrative Agent shall have timely received such other approvalsa Borrowing Request in accordance with Section 2.02(d). Each Extension of Credit and the acceptance by the Borrower of the benefits thereof shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in paragraphs (a), opinions or documents as any Lender or LC Issuing Bank through the Administrative Agent may reasonably request(b) and (c) of this Section.

Conditions Precedent to Each Extension of Credit. The obligation of each Lender, the Swingline Bank and each LC Issuing Bank, as applicable, Lender to make each an Extension of Credit to be made by it hereunder (other than in connection with any Borrowing that would not increase including the aggregate principal amount initial Extension of Advances outstanding immediately prior to Credit, but excluding the making Conversion of such Borrowinga Eurodollar Rate Loan into an ABR Loan) shall be subject to the satisfaction of the further conditions precedent set forth in Section 3.01 and that, on the date of such BorrowingExtension of Credit and after giving effect thereto: (a) The following statements shall be true (and each of the giving of the applicable Notice of Borrowing notice or request with respect thereto and the acceptance by the applicable Borrower making of the proceeds of any such Extension of Credit without prior correction by the Borrower shall (to the extent that such correction has been previously consented to by the Lenders) constitute a representation and warranty by such the Borrower that that, on the date of such Extension of Credit Credit, such statements are true): (i) The the representations and warranties of such Borrower contained in Section 4.01 7.01 of this Agreement (other than the representation and warranty those contained in Section 4.01(esubsections (e)(ii) and the representation and warranty set forth in the last sentence of Section 4.01(f)(f) thereof) are true and correct in all material respects on and as of the date of such Extension of Credit, before and after giving effect to such Extension of Credit and to the application of the proceeds therefromthereof, as though made on and as of such date, ; and (ii) No event no Default or Event of Default has occurred and is continuing with respect to such Borrowercontinuing, or would result from such Extension of Credit or from the application of the proceeds therefrom, that constitutes a Defaultthereof. (b) The Administrative Agent shall have received such other approvals, opinions or and documents as any Lender or LC Issuing Bank Lender, through the Administrative Agent Agent, may reasonably requestrequest as to the legality, validity, binding effect or enforceability of the Loan Documents or the business, assets, property, financial condition, results of operations or prospects of CMS Energy and its Consolidated Subsidiaries.

Conditions Precedent to Each Extension of Credit. The obligation of each Lender, the Swingline Bank and each LC Issuing Bank, as applicable, Lender to make each Extension a Term Loan on the occasion of Credit to be made by it hereunder (other than in connection with any the Borrowing that would not increase the aggregate principal amount of Advances outstanding immediately prior to the making of such Borrowing) shall be subject to the satisfaction of the further conditions precedent set forth in Section 3.01 and that on the date of such Borrowing: (a) The Administrative Agent shall have received from the Borrower a Notice of Borrowing requesting such Borrowing as required by Section 2.02. (b) The following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the applicable Borrower of the any proceeds of any such Extension of Credit the Borrowing shall constitute a representation and warranty by such the Borrower that on the date of such Extension of Credit Borrowing such statements are true): (i) The representations and warranties of such Borrower contained in Section 4.01 (other than the representation and warranty in Section 4.01(e) and the representation and warranty set forth excluding those contained in the last sentence of Section 4.01(f)subsection (e) and in subsections (f) and (n) thereof) are true and correct in all material respects on and as of the date of such Extension of Creditthe Borrowing, before and after giving effect to such Extension of Credit the Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, ; (ii) The Borrowing is being made in accordance with the terms and conditions of the City Council Authorization and FERC Authorization; and (iiiii) No event has occurred and is continuing with respect to such Borrowercontinuing, or would result from such Extension of Credit Borrowing or from the application of the proceeds therefrom, that constitutes a Defaultan Event of Default or would constitute an Event of Default with notice or lapse of time or both. (bc) The Administrative Agent shall have received such other approvalscertifications, opinions opinions, financial or other information, approvals and documents as the Administrative Agent or any Lender or LC Issuing Bank may reasonably request through the Administrative Agent may reasonably requestAgent.

Conditions Precedent to Each Extension of Credit. The obligation of each Lender, the Swingline Bank and each LC Lender or Issuing Bank, as applicablethe case may be, to make each an Extension of Credit to be made by it hereunder (other than in connection with any Borrowing that would not increase including the aggregate principal amount initial Extension of Advances outstanding immediately prior to the making of such BorrowingCredit, but excluding Conversions) shall be subject to the satisfaction of the further conditions precedent set forth in Section 3.01 and that, on the date of such BorrowingExtension of Credit and after giving effect thereto: (a) The following statements shall be true (and each of the giving of the applicable Notice of Borrowing notice or request with respect thereto and the acceptance by the applicable Borrower making of the proceeds of any such Extension of Credit shall constitute a representation and warranty by such the Borrower that that, on the date of such Extension of Credit Credit, such statements are true): (i) The the representations and warranties of such Borrower contained in Section 4.01 7.01 (other than the representation and warranty contained in Section 4.01(e) and the representation and warranty set forth in the last sentence of Section 4.01(f7.01(f)(ii)) of this Agreement are true and correct in all material respects on and as of the date of such Extension of Credit, before and after giving effect to such Extension of Credit and to the application of the proceeds therefromthereof, as though made on and as of such date, ; and (ii) No event no Unmatured Default or Event of Default has occurred and is continuing with respect to such Borrowercontinuing, or would result from such Extension of Credit or from the application of the proceeds therefrom, that constitutes a Defaultthereof. (b) The Administrative Agent shall have received such other approvals, opinions or and documents as any Lender or LC Issuing Bank Bank, through the Administrative Agent Agent, may reasonably and in good faith request, and such approvals, opinions and documents shall be in form and substance satisfactory to the Administrative Agent.

Conditions Precedent to Each Extension of Credit. The obligation of each Lender, the Swingline Bank Lender and each LC Issuing Bank, as applicable, to make each Extension of Credit to be made by it hereunder (other than in connection with any Borrowing that would not increase the aggregate principal amount of Advances outstanding immediately prior to the making of such Borrowing) shall be subject to the satisfaction of the conditions precedent set forth in Section 3.01 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 the applicable Borrower of the proceeds of any such Extension of Credit shall constitute a representation and warranty by such the Borrower that on the date of such Extension of Credit such statements are true): (i) The representations and warranties of such the Borrower contained in Section 4.01 (other than the representation and warranty in Section 4.01(e) and the representation and warranty set forth in the last lastpenultimate sentence of Section 4.01(f)) are true and correct in all material respects (or, if already qualified by materiality, in all respects) on and as of the date of such Extension of Credit, before and after giving effect to such Extension of Credit 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 with respect to such Borrower, or would result from such Extension of Credit or from the application of the proceeds therefrom, that constitutes a Default. (b) The Administrative Agent shall have received copies or other evidence of such other approvals, approvals and such other opinions or documents as may be reasonably requested by the Administrative Agent or by any Lender or any LC Issuing Bank through the Administrative Agent may reasonably requestAgent.

Conditions Precedent to Each Extension of Credit. The obligation of each Lender, the Swingline Bank and each LC Issuing Bank, as applicable, Lender to make an Advance on the occasion of ------ each Extension Borrowing and the obligation of the L/C Issuer to issue any Letter of Credit to be made by it hereunder (other than in connection with any Borrowing that would not increase the aggregate principal amount of Advances outstanding immediately prior to the making of such Borrowing) shall be subject to the satisfaction of the conditions precedent set forth in Section 3.01 that the Restatement Date shall have occurred and on the date of such BorrowingBorrowing or issuance: (a) The the following statements shall be true (and each of the giving of the applicable Notice of Borrowing or Notice of Issuance and the acceptance by the applicable relevant Borrower of the proceeds of any such Extension Borrowing, or such issuance of Credit Letter of Credit, shall constitute a Credit Agreement ---------------- representation and warranty by such Borrower the Company that on the date of such Extension Borrowing or Letter of Credit issuance such statements are true): (i) The the representations and warranties of such Borrower contained in Section 4.01 (other than the representation and warranty in Section 4.01(e) and the representation and warranty set forth in the last sentence of Section 4.01(f)) 5.01 are true and correct in all material respects on and as of the date of such Extension of CreditBorrowing or issuance, before and after giving effect to such Extension of Credit Borrowing or issuance 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 with respect to such Borrowercontinuing, or would result from such Extension of Credit Borrowing or issuance or from the application of the proceeds therefrom, that constitutes a Default.; and (b) The in the case of the first Borrowing or request for issuance by a Designated Borrower, such Borrower shall have furnished to the Administrative Agent shall have received such other approvalscorporate documents, resolutions and legal opinions or documents relating to such Designated Borrower as any Lender or LC Issuing Bank through the Administrative Agent may reasonably requestrequire.

Conditions Precedent to Each Extension of Credit. The obligation of each Lender, Bank to make an Advance on the Swingline Bank occasion of each Borrowing (including the initial Borrowing) and of each LC Issuing Bank, as applicable, Bank to make each Extension issue any Letter of Credit (including the initial Letter of Credit) or to amend any Letter of Credit having the effect of extending the stated termination date thereof or increasing the maximum amount available to be made by it hereunder (other than in connection with any Borrowing that would not increase the aggregate principal amount of Advances outstanding immediately prior to the making of such Borrowing) drawn thereunder shall be subject to the satisfaction of the further conditions precedent set forth in Section 3.01 and that on the date of such Borrowing: Extension of Credit, (ai) The the applicable Borrower shall certify that the following statements shall be true (and each of the giving of the applicable Notice of Borrowing or Request for Issuance and the acceptance by the applicable such Borrower of the proceeds of any such Extension Borrowing or the issuance or amendment of such Letter of Credit (as the case may be) shall constitute a representation and warranty by such Borrower that on the date of such Extension of Credit such statements are true): (ia) The representations and warranties of such Borrower contained in Section 4.01 (other than the representation and warranty in Section 4.01(e) and the representation and warranty set forth in the last sentence of Section 4.01(fsubsections (e)(i) and (e)(ii), as applicable, and subsection (g)(ii) thereof, except in the case of the initial Extension of Credit) are true and correct in all material respects on and as of the date of such Extension of Credit, before and after giving effect to such Extension of Credit and to the application of the proceeds therefrom, as though made on and as of such date, and (iib) No event has occurred and is continuing with respect to such Borrowercontinuing, or would result from such Extension of Credit or from the application of the proceeds therefrom, that constitutes a Default. an Event of Default or would constitute an Event of Default but for the requirement that notice be given or time elapse or both; and (bii) The the Administrative Agent shall have received such other approvals, opinions or documents as any Lender Bank or LC Issuing Bank through the Administrative Agent may reasonably request.

Conditions Precedent to Each Extension of Credit. The obligation of each Lender, the Swingline Bank and each LC Issuing Bank, as applicable, Lender to make each an Extension of Credit to be made by it hereunder (other than in connection with any Borrowing that would not increase including the aggregate principal amount initial Extension of Advances outstanding immediately prior to Credit, but excluding the making Conversion of such Borrowinga Eurodollar Rate Loan into an ABR Loan) shall be subject to the satisfaction of the further conditions precedent set forth in Section 3.01 and that, on the date of such BorrowingExtension of Credit and after giving effect thereto: (a) The following statements shall be true (and each of the giving of the applicable Notice of Borrowing notice or request with respect thereto and the acceptance by the applicable Borrower making of the proceeds of any such Extension of Credit without prior correction by the Borrower shall (to the extent that such correction has been previously consented to by the Lenders) constitute a representation and warranty by such the Borrower that that, on the date of such Extension of Credit Credit, such statements are true): (i) The the representations and warranties of such Borrower contained in Section 4.01 7.01 of this Agreement (other than the representation and warranty those contained in Section 4.01(esubsections (e)(ii) and the representation and warranty set forth in the last sentence of Section 4.01(f)(f) thereof) are true and correct in all material respects on and as of the date of such Extension of Credit, before and after giving effect to such Extension of Credit and to the application of the proceeds therefromthereof, as though made on and as of such date, ; and (ii) No event no Default or Event of Default has occurred and is continuing with respect to such Borrowercontinuing, or would result from such Extension of Credit or from the application of the proceeds therefrom, that constitutes a Defaultthereof. (b) The Administrative Agent shall have received such other approvals, opinions or and documents as any Lender or LC Issuing Bank Lender, through the Administrative Agent Agent, may reasonably requestrequest as to the legality, validity, binding effect or enforceability of the Loan Documents or the business, assets, property, financial condition, results of operations or prospects of the Borrower and its Consolidated Subsidiaries.

Conditions Precedent to Each Extension of Credit. The obligation of each Lender, the Swingline Bank and each LC Lender or Issuing Bank, as applicablethe case may be, to make each an Extension of Credit to be made by it hereunder (other than in connection with any Borrowing that would not increase including the aggregate principal amount initial Extension of Advances outstanding immediately prior to Credit, but excluding the making Conversion of such Borrowinga Eurodollar Rate Loan into an ABR Loan) shall be subject to the satisfaction of the further conditions precedent set forth in Section 3.01 and that, on the date of such BorrowingExtension of Credit and after giving effect thereto: (a) The following statements shall be true (and each of the giving of the applicable Notice of Borrowing notice or request with respect thereto and the acceptance by the applicable Borrower making of the proceeds of any such Extension of Credit without prior correction by the Borrower shall (to the extent that such correction has been previously consented to by the Lenders and the Issuing Banks) constitute a representation and warranty by such the Borrower that that, on the date of such Extension of Credit Credit, such statements are true): (i) The the representations and warranties of such Borrower contained in Section 4.01 7.01 of this Agreement (other than the representation and warranty those contained in Section 4.01(esubsections (e)(ii) and the representation and warranty set forth in the last sentence of Section 4.01(f)(f) thereof) are true and correct in all material respects on and as of the date of such Extension of Credit, before and after giving effect to such Extension of Credit and to the application of the proceeds therefromthereof, as though made on and as of such date, ; and (ii) No event no Default or Event of Default has occurred and is continuing with respect to such Borrowercontinuing, or would result from such Extension of Credit or from the application of the proceeds therefrom, that constitutes a Defaultthereof. (b) The Administrative Agent shall have received such other approvals, opinions or and documents as any Lender or LC Issuing Bank Bank, through the Administrative Agent Agent, may reasonably requestrequest as to the legality, validity, binding effect or enforceability of the Loan Documents or the business, assets, property, financial condition, results of operations or prospects of the Borrower and its Consolidated Subsidiaries.

Conditions Precedent to Each Extension of Credit. The obligation of each Lender, the Swingline Bank and each LC Issuing Bank, as applicable, Lender to make each an Extension of Credit to be made by it hereunder (other than in connection with any Borrowing that would not increase including the aggregate principal amount initial Extension of Advances outstanding immediately prior to Credit, but excluding the making Conversion of such Borrowinga Eurodollar Rate Loan into an ABR Loan) shall be subject to the satisfaction of the further conditions precedent set forth in Section 3.01 and that, on the date of such BorrowingExtension of Credit and after giving effect thereto: (a) The following statements shall be true (and each of the giving of the applicable Notice of Borrowing notice or request with respect thereto and the acceptance making of such Extension of Credit without prior correction by the applicable Borrower of shall (to the proceeds of any extent that such Extension of Credit shall correction has been previously consented to by the Lenders) constitute a representation and warranty by such Borrower that that, on the date of such Extension of Credit Credit, such statements are true): (i) The the representations and warranties of such Borrower contained in Section 4.01 6.01 of this Agreement (other than the representation and warranty those contained in Section 4.01(esubsections (e)(v) and the representation and warranty set forth in the last sentence of Section 4.01(f)(f) thereof) are true and correct in all material respects on and as of the date of such Extension of Credit, before and after giving effect to such Extension of Credit and to the application of the proceeds therefromthereof, as though made on and as of such date, ; and (ii) No event no Default or Event of Default has occurred and is continuing with respect to such Borrowercontinuing, or would result from such Extension of Credit or from the application of the proceeds therefrom, that constitutes a Defaultthereof. (b) The Administrative Agent shall have received such other approvals, opinions or and documents as any Lender or LC Issuing Bank Lender, through the Administrative Agent Agent, may reasonably requestrequest as to the legality, validity, binding effect or enforceability of the Loan Documents or the business, assets, property, financial condition, results of operations or prospects of the Company and its Consolidated Subsidiaries.

Conditions Precedent to Each Extension of Credit. The obligation of each Lender, the Swingline Bank and each LC Issuing Bank, as applicable, Lender to make each any Extension of Credit to be made by it hereunder (other than in connection with including the Initial Term Loans and Delayed Draw Term Loans (if any), but excluding any Borrowing that would not increase the aggregate principal amount conversion or continuation of Advances outstanding immediately prior to the making of such Borrowingany Loan) shall be subject to the satisfaction occurrence of the conditions precedent set forth Effective Date and the satisfaction (or waiver in accordance with Section 3.01 and on 11.02) of each of the date of such Borrowingfollowing conditions: (a) The following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the applicable Borrower of the proceeds of any such Extension of Credit shall constitute a representation and warranty by such Borrower that on the date of such Extension of Credit such statements are true): (i) The representations and warranties of such the Borrower contained set forth in Section 4.01 this Agreement (other than the representation and warranty in Section 4.01(e) and the representation and warranty set forth in the last sentence of Section 4.01(f)) are shall be true and correct in all material respects on and as of the date of such each Extension of Credit, before except to the extent that such representations and warranties are specifically limited to a prior date, in which case such representations and warranties shall be true and correct in all material respects on and as of such prior date; provided, that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by “materiality,” “Material Adverse Effect” or similar language in the text thereof. (b) Such Extension of Credit will comply with all other applicable requirements of Article II, including, without limitation Sections 2.01 and 2.02, as applicable. (c) At the time of and immediately after giving effect to such Extension of Credit and to the application Credit, no Default or Event of the proceeds therefrom, as though made on and as of such date, and (ii) No event has Default shall have occurred and is be continuing with respect to such Borrower, or would result from such Extension of Credit or from the application of the proceeds therefrom, that constitutes a Defaultthereof. (bd) The Administrative Agent shall have timely received such other approvalsa Borrowing Request in accordance with Section 2.02(d). Each Extension of Credit and the acceptance by the Borrower of the benefits thereof shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in paragraphs (a), opinions or documents as any Lender or LC Issuing Bank through the Administrative Agent may reasonably request(b) and (c) of this Section.

Conditions Precedent to Each Extension of Credit. The obligation of each Lender, Lender to make an Advance on the Swingline Bank occasion of each Borrowing and of each LC Issuing BankBank to issue, amend, extend or renew a Letter of Credit or Green Letter of Credit, in each case, as applicable, to make each part of an Extension of Credit to be made by it hereunder (other than in connection with any Borrowing that would not increase the aggregate principal amount of Advances outstanding immediately prior to the making of such Borrowing) shall be subject to the satisfaction of the further conditions precedent set forth in Section 3.01 and that on the date of such BorrowingExtension of Credit: (a) a. The Administrative Agent and the relevant LC Issuing Bank, if applicable, shall have received from the Borrower a notice requesting such Extension of Credit as required by Section 2.02 or 2.03, as applicable. b. The following statements shall be true (and each of the giving of the applicable Notice of Borrowing or Request for Issuance and the acceptance by the applicable Borrower of the any proceeds of any a Borrowing or the issuance of such Extension Letter of Credit or Green Letter of Credit shall constitute a representation and warranty by such the Borrower that on the date of such Extension of Credit such statements are true): (i) The representations and warranties of such Borrower contained in Section 4.01 (other than the representation and warranty in Section 4.01(e) and the representation and warranty set forth excluding those contained in the last sentence of Section 4.01(f)subsection (e) and in subsections (f) and (n) thereof) are true and correct in all material respects on and as of the date of such Extension of Credit, before and after giving effect to such Extension of Credit and to the application of the proceeds therefrom, as though made on and as of such date; provided that the representations and warranties contained in Section 4.01(e) shall be deemed to refer to the most recent financial statements delivered pursuant to Section 5.01(c)(i) and (ii), as applicable; and (ii) No event has occurred and is continuing with respect to such Borrowercontinuing, or would result from such Extension of Credit or from the application of the proceeds therefromtherefrom or the issuance or amendment of any Letter of Credit or Green Letter of Credit in connection therewith, that constitutes a Defaultan Event of Default or would constitute an Event of Default with notice or lapse of time or both. (b) c. The Administrative Agent shall have received such other approvalscertifications, opinions opinions, financial or other information, approvals and documents as the Administrative Agent, any Lender or LC Issuing Bank or any Lender may reasonably request through the Administrative Agent may reasonably requestAgent. d. Each Letter of Credit or Green Letter of Credit shall be in form and substance acceptable to the LC Issuing Bank issuing such Letter of Credit or Green Letter of Credit.

Conditions Precedent to Each Extension of Credit. The obligation of the Lenders to fund each LenderBorrowing (including, without limitation, the Swingline Bank initial Borrowings) or any borrowing of Discretionary Revolving Loans and each LC of the Issuing BankLenders to issue, as applicableamend, to make each Extension renew or extend Letters of Credit to be made by it hereunder (other than but, in connection with the case of any Borrowing that would not increase amendment, only if such amendment has the aggregate principal amount effect of Advances outstanding immediately prior to increasing the making LC Exposure of such Borrowingany Lender holding Revolving Commitments or extending the maturity of the applicable Letter of Credit) shall be is subject to the satisfaction of the following additional conditions precedent set forth (in Section 3.01 and on the date case of such Borrowing:a Discretionary Revolving Loan, unless otherwise agreed by the relevant Lender): (a) The following statements Administrative Agent shall be true (and each of have received by telecopy or otherwise, the giving of the applicable Notice of Conventional Revolving Borrowing required by Section 2.01(c) or notice of issuance, amendment, renewal or extension required by Section 2.11(b), or the Company and the acceptance by relevant Lender shall have agreed on terms and conditions for such Discretionary Revolving Loan satisfactory to such Lender and the applicable Borrower Company that are not inconsistent with the provisions of this Agreement. (b) After giving effect to such extension of credit, and to the application of the proceeds of any such Extension of Credit shall constitute a representation and warranty by such Borrower that on (if any) thereof, the date of such Extension of Credit such statements are true): (i) The representations and warranties of such Borrower contained in Section 4.01 (Article VI, other than the representation representations and warranty in Section 4.01(e) and warranties made by the representation and warranty set forth Company in the last sentence of Section 4.01(f)) are 6.02 and Sections 6.03 and 6.04, shall be true and correct in all material respects on and as of the particular date of such Extension extension of Credit, before and after giving effect to such Extension of Credit and to the application of the proceeds therefrom, credit as though made on and as of such date (except, in the case of any exhibit referred to in Article VI, to the extent such exhibit expressly relates to a prior date) and each such extension of credit shall be deemed to constitute a representation and warranty by the Company on the applicable date (except, andin the case of any exhibit referred to in Article VI, to the extent such exhibit expressly relates to an earlier date) as to the matters set forth in Article VI (other than the representations and warranties made by the Company in the last sentence of Section 6.02 and in Sections 6.03 and 6.04). (iic) No event has Default shall have occurred and is be continuing with respect or shall occur after giving effect to such Borrower, or would result from such Extension extension of Credit or from credit and the application of the proceeds therefrom(if any) thereof, that constitutes and each such extension of credit shall be deemed to constitute a Defaultrepresentation and warranty by the Company on the applicable date to such effect. (bd) The Administrative Agent After giving effect to such extension of credit, and the application of the proceeds (if any) thereof, the sum of the aggregate outstanding principal amount of Conventional Revolving Loans, Discretionary Revolving Loans and the aggregate LC Exposure shall have received not exceed the Revolving Commitments. Each such other approvals, opinions or documents as any Lender or LC Issuing Bank through extension of credit shall be deemed to constitute a representation and warranty by the Administrative Agent may reasonably requestCompany on the applicable date to such effect.

Conditions Precedent to Each Extension of Credit. (a) The obligation of each Lender, Lender or the Swingline Bank and each LC Issuing Bank, as applicablethe case may be, to make each an Extension of Credit (including the initial Extension of Credit, but excluding (a) Conversions (b) Loans made, or deemed made, pursuant to be made by it hereunder Sections 4.03(c) or 4.03(d), and (other than in connection with b) the amendment (whether accomplished through amendment or the issuing of a replacement Letter of Credit) of any Borrowing that would Letter of Credit not increase having the aggregate principal amount effect of Advances outstanding immediately prior to increasing the making of such BorrowingLC Outstandings thereunder) shall be subject to the satisfaction of the conditions precedent set forth in Section 3.01 and on the date of such Borrowingfollowing condition precedents: (a) The following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the applicable Borrower of the proceeds of any such Extension of Credit shall constitute a representation and warranty by such Borrower that on the date of such Extension of Credit such statements are true): (i) The Each of the representations and warranties made by the Borrower in or pursuant to the Loan Documents (other than, in the case of such Borrower contained in Section 4.01 (any Extension of Credit other than the representation initial Extension of Credit, the representations and warranty in Section 4.01(e) and the representation and warranty warranties set forth in the last sentence Sections 7.01(b) of Section 4.01(fthis Agreement)) are , is true and correct in all material respects on and as of the date of such Extension of Credit, before and after giving effect to such Extension of Credit and to the application of the proceeds therefrom, as though if made on and as of the date of such Extension of Credit, except to the extent such representation and warranty specifically relates to any earlier date, in which case such representation and warranty shall have been true and correct in all material respects on and as of such earlier date; and (ii) No event Default or Event of Default has occurred and is continuing with respect to such Borrower, or would result from on the date of such Extension of Credit or from after giving effect to the application Extensions of the proceeds therefrom, that constitutes a DefaultCredit requested to be made on such date. (b) The Administrative Agent Delivery by the Borrower of a Notice of Borrowing (except for a Notice of Borrowing deemed made under Section 4.03) or Request for Issuance in connection with any Extension of Credit (except for those Extensions of Credit excluded in Section 6.02(a)) shall constitute a representation and warranty by the Borrower as of the date of such Notice of Borrowing or Request for Issuance that the conditions contained in Section 6.02(a) have received such other approvals, opinions or documents as any Lender or LC Issuing Bank through the Administrative Agent may reasonably requestbeen satisfied.

Conditions Precedent to Each Extension of Credit. The obligation of each Lender, Lender to make an Advance on the Swingline Bank occasion of each Borrowing (including the initial Borrowing) and of each LC Issuing Bank, as applicable, Bank to make each Extension issue any Letter of Credit to be made by it hereunder (other than in connection with any Borrowing that would not increase the aggregate principal amount of Advances outstanding immediately prior to the making of such Borrowing) shall be subject to the satisfaction of the further conditions precedent set forth in Section 3.01 and that on the date of such Borrowing: (a) The : the following statements shall be true (and each of the giving of the applicable Notice of Borrowing Borrowing, Request for Issuance or Notice of Conversion and the acceptance by the applicable Borrower of the any proceeds of any a Borrowing or the issuance of such Extension Letter of Credit shall constitute a representation and warranty by such the Borrower that on the date of such Extension of Credit or Conversion, as applicable, such statements are true): (i) ): The representations and warranties of such Borrower contained in Section 4.01 (other than the representation and warranty excluding those contained in Section 4.01(esubsections (e) and (f) thereof with respect to each Extension of Credit requested after the representation and warranty set forth in the last sentence initial Extension of Section 4.01(f)Credit) are true and correct in all material respects on and as of the date of such Extension of Credit, before and after giving effect to such Extension of Credit and to the application of the proceeds therefrom, as though made on and as of such date, and (ii) ; and No event has occurred and is continuing with respect to such Borrowercontinuing, or would result from such Extension of Credit or from the application of the proceeds therefromtherefrom or the issuance or amendment of any Letter of Credit in connection therewith, that constitutes a Default. (b) Prepayment Event or an Event of Default or would constitute a Prepayment Event or an Event of Default with notice or lapse of time or both. The Administrative Agent shall have received such other approvals, opinions or documents with respect to the truth of the foregoing statements (i) and (ii) as any Lender or LC Issuing Bank through the Administrative Agent may reasonably request. Each Letter of Credit shall be in form and substance acceptable to the LC Issuing Bank issuing such Letter of Credit.

Conditions Precedent to Each Extension of Credit. The obligation of each Lender, the Swingline Bank and each LC Issuing Bank, as applicable, to make each Extension of Credit to be made by it hereunder (other than in connection with any Borrowing that would not increase the aggregate principal amount of Advances outstanding immediately prior to the making of such Borrowing) shall be subject to the satisfaction of the conditions precedent set forth in Section 3.01 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 the applicable Borrower of the proceeds of any such Extension of Credit shall constitute a representation and warranty by such the Borrower that on the date of such Extension of Credit such statements are true): (i) The representations and warranties of such the Borrower contained in Section 4.01 (other than the representation and warranty in Section 4.01(e) and the representation and warranty set forth in the last sentence of Section 4.01(f)) are true and correct in all material respects on and as of the date of such Extension of Credit, before and after giving effect to such Extension of Credit 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 with respect to such Borrower, or would result from such Extension of Credit or from the application of the proceeds therefrom, that constitutes a Default. (b) The Administrative Agent shall have received copies or other evidence of such other approvals, approvals and such other opinions or documents as may be reasonably requested by the Administrative Agent or by any Lender or LC Issuing Bank through the Administrative Agent may reasonably requestAgent.

Conditions Precedent to Each Extension of Credit. The obligation of (i) each Lender, the Swingline Bank and each LC Issuing Bank, as applicable, Lender to make an Advance on the occasion of each Extension of Credit to be made by it hereunder Borrowing (other than in connection with any Borrowing including the initial Borrowing) that would not increase cause the aggregate principal amount of Advances outstanding immediately prior hereunder to increase and (ii) the making LC Issuing Bank to issue any Letter of such Borrowing) Credit shall be subject to the satisfaction of the conditions precedent set forth in Section 3.01 and that, on the date of such BorrowingExtension of Credit: (a) The the following statements shall be true and correct (and each of the giving of the applicable Notice of Borrowing or Request for Issuance, as the case may be, and the acceptance by the applicable Borrower of the proceeds of any such Extension Borrowing or the issuance of Credit such Letter of Credit, as the case may be, shall constitute a representation and warranty by such the Borrower that that, on the date of such Extension of Credit Credit, such statements are truetrue and correct): (i) The the representations and warranties of such Borrower contained in Section 4.01 (other than the representation and warranty in Section 4.01(e) and the representation and warranty set forth in the last sentence of Section 4.01(f)) are true and correct in all material respects on and as of the date of such Extension of Credit, before and after giving effect to such Extension of Credit and to the application of the proceeds therefromof any Borrowing made in connection therewith or the issuance or amendment of any Letter of Credit in connection therewith, as the case may be, as though made on and as of such date, ; and (ii) No no event has occurred and is continuing with respect to such Borrowercontinuing, or would result from such Extension of Credit or from the application of proceeds of any Borrowing made in connection therewith or the proceeds therefromissuance or amendment of any Letter of Credit in connection therewith, as the case may be, that constitutes a an Event of Default or an Unmatured Default.; and (b) The Administrative the Agent shall have received such other approvals, opinions opinions, or documents as any Lender the Agent, or LC Issuing Bank the Majority Lenders through the Administrative Agent Agent, may reasonably request, and such approvals, opinions, and documents shall be satisfactory in form and substance to the Agent.

Conditions Precedent to Each Extension of Credit. The obligation of each Lender, the Swingline Bank and each LC Issuing Bank, as applicable, Lender to make each Extension the Loans on the Effective Date (but excluding any conversion or continuation of Credit to be made by it hereunder (other than in connection with any Borrowing that would not increase the aggregate principal amount of Advances outstanding immediately prior to the making of such BorrowingLoan) shall be subject to the satisfaction (or waiver in accordance with Section 11.02) of each of the conditions precedent set forth in Section 3.01 and on the date of such Borrowingfollowing conditions: (a) The following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the applicable Borrower of the proceeds of any such Extension of Credit shall constitute a representation and warranty by such Borrower that on the date of such Extension of Credit such statements are true): (i) The representations and warranties of such the Borrower contained in Section 4.01 (other than the representation and warranty in Section 4.01(e) and the representation and warranty set forth in the last sentence of Section 4.01(f)) are this Agreement shall be true and correct in all material respects on and as of the date of such each Extension of Credit, before except to the extent that such representations and warranties are specifically limited to a prior date, in which case such representations and warranties shall be true and correct in all material respects on and as of such prior date; provided, that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by "materiality," "Material Adverse Effect" or similar language in the text thereof. (b) Such Extension of Credit will comply with all other applicable requirements of Article II, including, without limitation Sections 2.01 and 2.02, as applicable. (c) At the time of and immediately after giving effect to such Extension of Credit and to the application Credit, no Default or Event of the proceeds therefrom, as though made on and as of such date, and (ii) No event has Default shall have occurred and is be continuing with respect to such Borrower, or would result from such Extension of Credit or from the application of the proceeds therefrom, that constitutes a Defaultthereof. (bd) The Administrative Agent shall have timely received such other approvalsa Borrowing Request in accordance with Section 2.02(d). Each Extension of Credit and the acceptance by the Borrower of the benefits thereof shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in paragraphs (a), opinions or documents as any Lender or LC Issuing Bank through the Administrative Agent may reasonably request(b) and (c) of this Section.