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 to make an Advance to any Borrower as part of any Borrowing (including the initial Borrowing) that would increase the aggregate principal amount of Advances outstanding hereunder, and the obligation of each Fronting Bank to issue, amend, extend or renew a Letter of Credit (including the initial Letter of Credit for the account of such Borrower), in each case, as part of an Extension of Credit, shall be subject to the further conditions precedent that on the date of such Extension of Credit: (i) The following statements shall be true (and each of the giving of the applicable Notice of Borrowing or Letter of Credit Request and the acceptance by such Borrower of the proceeds of such Borrowing or the acceptance of a Letter of Credit by the Beneficiary thereof, 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): (A) The representations and warranties of such Borrower contained in Section 4.01 with respect to any Extension of Credit following the initial Extension of Credit are true and correct 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 as of such specific date); (B) No event has occurred and is continuing, or would result from such Extension of Credit or from the application of the proceeds therefrom, that constitutes an Event of Default or an Unmatured Default with respect to such Borrower; (C) Immediately following such Extension of Credit, (1) the aggregate amount of Outstanding Credits shall not exceed the aggregate amount of the Commitments then in effect, (2) the Outstanding Credits of any Lender shall not exceed the amount of such Lender’s Commitment, (3) the aggregate principal amount of Advances outstanding for such Borrower shall not exceed the amounts authorized under such Borrower’s Approval,

Conditions Precedent to Each Extension of Credit. The obligation of each Lender to make an Advance to any Borrower as part Extension of any Borrowing (including the initial Borrowing) that would increase the aggregate principal amount of Advances outstanding hereunder, Credit and the obligation of each Fronting LC Bank to issue, amend, extend (other than an extension pursuant to an automatic extension provision set forth in the applicable Letter of Credit) or renew a amend any Letter of Credit (including the initial Letter Extension of Credit for the account but excluding any conversion or continuation of such Borrower), in each case, as part of an Extension of Credit, any Loan) shall be subject to the further conditions precedent that on satisfaction (or waiver in accordance with Section 11.02) of each of the date of such Extension of Creditfollowing conditions: (i) The following statements shall be true (and each of the giving of the applicable Notice of Borrowing or Letter of Credit Request and the acceptance by such Borrower of the proceeds of such Borrowing or the acceptance of a Letter of Credit by the Beneficiary thereof, 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): (Aa) The representations and warranties of such the Guarantors and the Borrower contained set forth in this Agreement (other than, if Level V pricing is not in effect as of the Effective Date, the representation and warranty set forth in Section 4.01 with respect to any Extension of Credit following the initial Extension of Credit are 4.01(g)) shall be true and correct in all material respects on and as of the date of each Extension of Credit and each Extension Date, 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) After giving effect to (A) such Extension of Credit, before together with all other Extensions of Credit to be made contemporaneously therewith, and (B) the repayment of any Loans or Unreimbursed LC Disbursements that are to be contemporaneously repaid at the time such Loan is made, 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, 2.02 and 2.04, as applicable. (d) At the time of and immediately 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 no Default or Event of Default shall be true and correct as of such specific date); (B) No event has have occurred and is continuing, be continuing or would result from such Extension of Credit or from the application of the proceeds therefrom, that constitutes an Event of Default or an Unmatured Default with respect to such Borrower;thereof. (Ce) Immediately following such In the case of a Revolving Loan, the Administrative Agent shall have timely received a Borrowing Request; and, in the case of a Letter of Credit issuance, extension (other than an extension pursuant to an automatic extension provision set forth in the applicable Letter of Credit) or amendment, a Request for Issuance. Each Extension of CreditCredit 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), (1) the aggregate amount of Outstanding Credits shall not exceed the aggregate amount of the Commitments then in effectb), (2c) the Outstanding Credits and (d) of any Lender shall not exceed the amount of such Lender’s Commitment, (3) the aggregate principal amount of Advances outstanding for such Borrower shall not exceed the amounts authorized under such Borrower’s Approval,this Section.

Conditions Precedent to Each Extension of Credit. The obligation of (i) each Lender to make an Advance to any Borrower as part on the occasion of any each Borrowing (including the initial Borrowing) that would increase cause the aggregate principal amount of Advances outstanding hereunder, hereunder to increase and (ii) the obligation of each Fronting LC Issuing Bank to issue, amendextend the expiry date or increase the amount of, extend or renew a any Letter of Credit (including the initial Letter of Credit for the account of such Borrower), in each case, as part of an Extension of Credit, shall be subject to the further conditions precedent that that, on the date of such Extension of Credit: (ia) The the following statements shall be true and correct (and each of the giving of the applicable Notice of Borrowing, Notice of Swingline Borrowing or Letter of Credit Request for Issuance, as the case may be, and the acceptance by such the Borrower of the proceeds of such Borrowing or the acceptance issuance, extension or increase of a such Letter of Credit by the Beneficiary thereofCredit, 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): (Ai) The the representations and warranties of such Borrower contained in Section 4.01 with respect to any Extension of Credit following 4.1 (other than the initial Extension of Credit representation and warranty set forth in Section 4.1(e)) 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 (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 as of such specific date); (Bii) No no event has occurred and is continuing, 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 an Event of Default or an Unmatured Default with respect to such Borrower;Default; and (Ciii) Immediately following after giving effect to such Extension of Credit, the Borrower’s Outstanding Credits will not exceed its borrowing authority as allowed by applicable governmental authorities. (1b) the aggregate amount of Outstanding Credits Agent shall not exceed have received all documentation and information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the aggregate amount of the Commitments then in effect, PATRIOT Act; and (2c) the Outstanding Credits of any Lender Agent shall not exceed have received such other approvals, opinions, or documents as the amount of Agent, or the Majority Lenders through the Agent, may reasonably request, and such Lender’s Commitmentapprovals, (3) opinions, and documents shall be satisfactory in form and substance to the aggregate principal amount of Advances outstanding for such Borrower shall not exceed the amounts authorized under such Borrower’s Approval,Agent.

Conditions Precedent to Each Extension of Credit. The obligation of each Lender and each Swing Line Lender to make an Advance to any Borrower as part of any Borrowing (including the initial Borrowing) that would increase the aggregate principal amount of Advances outstanding hereunder, and the obligation of each Fronting Bank to issue, amend, extend or renew a Letter of Credit (including the initial Letter of Credit for the account of such Borrower), in each case, as part of an Extension of Credit, shall be subject to the further conditions precedent that on the date of such Extension of Credit: (i) The following statements shall be true (and each of the giving of the applicable Notice of Pro-Rata Borrowing, Notice of Swing Line Borrowing or Letter of Credit Request and the acceptance by such Borrower of the proceeds of such Borrowing or the acceptance of a Letter of Credit by the Beneficiary thereof, 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): (A) The representations and warranties of such Borrower contained in Section 4.01 (other than (1) subsection (f) thereof, (2) the first sentence of subsection (g) thereof (but solely with respect to the unaudited consolidated balance sheet of such Borrower and its Subsidiaries, as at September 30, 2016, and the related consolidated statements of income, retained earnings and cash flows for the nine months then ended), and (3) the last sentence of subsection (g) thereof, in each case, with respect to any Extension of Credit following the initial Extension of Credit Credit) are true and correct 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 as of such specific date); (B) No event has occurred and is continuing, or would result from such Extension of Credit or from the application of the proceeds therefrom, that constitutes an Event of Default or an Unmatured Default with respect to such Borrower;; and (C) Immediately following such Extension of Credit, (1) the aggregate amount of Outstanding Credits shall not exceed the aggregate amount of the Commitments then in effect, (2) the Outstanding Credits of any Lender shall not exceed the amount of such Lender’s Commitment, (3) the aggregate principal amount of Advances outstanding for such Borrower shall not exceed the amounts authorized under such Borrower’s Approval,, (4) the Outstanding Credits for the account of any Borrower shall not exceed the Borrower Sublimit for such Borrower, (5) the aggregate principal amount of the Swing Line Advances outstanding shall not exceed the Swing Line Sublimit, and (6) if such Extension of Credit relates to a Letter of Credit, the Stated Amount thereof, when aggregated with (x) the Stated Amount of each other Letter of Credit that is outstanding or with respect to which a Letter of Credit Request has been received and (y) the outstanding Reimbursement Obligations, shall not exceed the L/C Commitment Amount; and (ii) Such Borrower shall have delivered to the Administrative Agent copies of such other approvals and documents as the Administrative Agent, any Fronting Bank, any Swing Line Lender or any other Lender (through the Administrative Agent) may reasonably request.

Conditions Precedent to Each Extension of Credit. The obligation of each Lender to make an Advance to any Borrower as part Extension of any Borrowing (including Credit and of the initial Borrowing) that would increase the aggregate principal amount of Advances outstanding hereunder, and the obligation of each Fronting LC Bank to issue, amend, extend (other than an extension pursuant to an automatic extension provision set forth in the applicable Letter of Credit) or renew a amend any Letter of Credit (including the initial Letter Extension of Credit for the account but excluding any conversion or continuation of such Borrower), in each case, as part of an Extension of Credit, any Loan) shall be subject to the further conditions precedent that on satisfaction (or waiver in accordance with Section 11.02) of each of the date of such Extension of Creditfollowing conditions: (i) The following statements shall be true (and each of the giving of the applicable Notice of Borrowing or Letter of Credit Request and the acceptance by such Borrower of the proceeds of such Borrowing or the acceptance of a Letter of Credit by the Beneficiary thereof, 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): (Aa) The representations and warranties of such the Guarantor and the Borrower contained set forth in this Agreement (other than the representation and warranty set forth in Section 4.01 with respect to any Extension of Credit following the initial Extension of Credit are 4.01(f)) 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 (A) such Extension of Credit, together with all other Extensions of Credit to be made contemporaneously therewith, and (B) the repayment of any Loans or Unreimbursed LC Disbursements that are to be contemporaneously repaid at the time such Loan is made, 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, 2.02, 2.03 and 2.04, as applicable. (d) At the time of and immediately after giving effect to such Extension of Credit, no Default or Event of Default shall have occurred and be continuing. (e) In the case of a Revolving Loan, the Administrative Agent shall have timely received a Borrowing Request; and, in the case of a Letter of Credit issuance, extension (other than an extension pursuant to an automatic extension provision set forth in the applicable Letter of Credit) or amendment, a Request for Issuance. Each Extension of Credit and to the application acceptance by the Borrower of the proceeds therefrom, as though made on and as of such date (other than, as benefits thereof shall be deemed to any such representation or warranty that by its terms refers to constitute a specific date other than the date of such Extension of Credit, in which case, such representation and warranty shall be true and correct by the Borrower on the date thereof as of such specific dateto the matters specified in paragraphs (a); (B) No event has occurred and is continuing, or would result from such Extension of Credit or from the application of the proceeds therefrom, that constitutes an Event of Default or an Unmatured Default with respect to such Borrower; (C) Immediately following such Extension of Credit, (1) the aggregate amount of Outstanding Credits shall not exceed the aggregate amount of the Commitments then in effectb), (2c) the Outstanding Credits and (d) of any Lender shall not exceed the amount of such Lender’s Commitment, (3) the aggregate principal amount of Advances outstanding for such Borrower shall not exceed the amounts authorized under such Borrower’s Approval,this Section.

Conditions Precedent to Each Extension of Credit. The obligation of each Lender to make an Advance to any Borrower as part Extension of any Borrowing (including the initial Borrowing) that would increase the aggregate principal amount of Advances outstanding hereunder, Credit and the obligation of each Fronting LC Bank to issue, amend, extend (other than an extension pursuant to an automatic extension provision set forth in the applicable Letter of Credit) or renew a amend any Letter of Credit (including the initial Letter Extension of Credit for the account but excluding any conversion or continuation of such Borrower), in each case, as part of an Extension of Credit, any Loan) shall be subject to the further conditions precedent that on satisfaction (or waiver in accordance with Section 11.02) of each of the date of such Extension of Creditfollowing conditions: (i) The following statements shall be true (and each of the giving of the applicable Notice of Borrowing or Letter of Credit Request and the acceptance by such Borrower of the proceeds of such Borrowing or the acceptance of a Letter of Credit by the Beneficiary thereof, 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): (Aa) The representations and warranties of such the Guarantor and the Borrower contained set forth in this Agreement (other than the representation and warranty set forth in Section 4.01 with respect to any Extension of Credit following the initial Extension of Credit are 4.01(f)) 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 (A) such Extension of Credit, together with all other Extensions of Credit to be made contemporaneously therewith, and (B) the repayment of any Loans or Unreimbursed LC Disbursements that are to be contemporaneously repaid at the time such Loan is made, 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, 2.02, 2.03 and 2.04, as applicable. (d) At the time of and immediately after giving effect to such Extension of Credit, no Default or Event of Default shall have occurred and be continuing. (e) In the case of a Revolving Loan, the Administrative Agent shall have timely received a Borrowing Request; and, in the case of a Letter of Credit issuance, extension (other than an extension pursuant to an automatic extension provision set forth in the applicable Letter of Credit) or amendment, a Request for Issuance. Each Extension of Credit and to the application acceptance by the Borrower of the proceeds therefrom, as though made on and as of such date (other than, as benefits thereof shall be deemed to any such representation or warranty that by its terms refers to constitute a specific date other than the date of such Extension of Credit, in which case, such representation and warranty shall be true and correct by the Borrower on the date thereof as of such specific dateto the matters specified in paragraphs (a); (B) No event has occurred and is continuing, or would result from such Extension of Credit or from the application of the proceeds therefrom, that constitutes an Event of Default or an Unmatured Default with respect to such Borrower; (C) Immediately following such Extension of Credit, (1) the aggregate amount of Outstanding Credits shall not exceed the aggregate amount of the Commitments then in effectb), (2c) the Outstanding Credits and (d) of any Lender shall not exceed the amount of such Lender’s Commitment, (3) the aggregate principal amount of Advances outstanding for such Borrower shall not exceed the amounts authorized under such Borrower’s Approval,this Section.

Conditions Precedent to Each Extension of Credit. The obligation of each Lender to make an Advance to any Borrower as part of any Borrowing (including the initial Borrowing) that would increase the aggregate principal amount of Advances outstanding hereunder, and the obligation of each Fronting Bank to issue, amend, extend or renew a Letter Extension of Credit (including the initial Letter of Credit for the account of such Borrower), in each case, as part of an Extension of Credit, on any date shall be subject to the further conditions precedent that on that, with respect to Term Loans, the date effectiveness of such Extension of Credit: (i) The following statements shall be true (and each of the giving of the applicable Notice of Borrowing or Letter this Agreement and, with respect to Line of Credit Request and Loans, the acceptance by such Borrower of the proceeds of such Borrowing or the acceptance of a Letter of Credit by the Beneficiary thereof, as the case may beFirst Amendment Effective Date, shall constitute a representation have occurred and warranty by such Borrower that on the date of such Extension of Credit the following statements shall be true (and (i) in the case of Term Loans, each of the giving of the applicable notice of borrowing and the acceptance by the applicable Borrower of the proceeds of such Borrowing and (ii) in the case of Line of Credit Loans, each of the delivering of the applicable Line of Credit Loan Proposal and the acceptance by the applicable Borrower of the proceeds of such Line of Credit Loan, shall in each case constitute a representation and warranty by the applicable Borrower that on the date of such Borrowing or Line of Credit Loan, as applicable, such statements are true): (Ai) The the representations and warranties of such Borrower contained made by each Loan Party in Section 4.01 with respect or pursuant to any Extension of Credit following the initial Extension of Credit Loan Documents are true and correct 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 date, except to the extent that (other than, as to any A) such representation representations or warranty that warranties are qualified by its terms refers to a specific date other than the date of such Extension of Creditmateriality standard, in which case, such representation and warranty 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 specific earlier date), and (C) such representations relate to Section 5.01(f), in which case the representation shall be limited to clause (c) of the definition of “Material Adverse Effect”; (Bii) No no event has occurred and is continuing, 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 or an Unmatured Default with respect to such Borrower;Default; and (Ciii) Immediately following after giving effect to such Extension of Credit, (1A) the aggregate amount sum of Outstanding Credits shall the Total Extensions of Credit will not exceed the aggregate amount Borrowing Base, and (B) no Collateral Coverage Event (as defined in the Indenture for the Existing Second Lien Notes) shall result therefrom. The conditions set forth in this Section 4.02 are for the sole benefit of the Commitments then in effect, (2) the Outstanding Credits of any Lender shall not exceed the amount of such Lender’s Commitment, (3) the aggregate principal amount of Advances outstanding for such Borrower shall not exceed the amounts authorized under such Borrower’s Approval,Credit Parties.

Conditions Precedent to Each Extension of Credit. The obligation of each Lender to make an Advance to any Borrower as part of any Borrowing (including the initial Borrowing) that would increase the aggregate principal amount of Advances outstanding hereunder, and the obligation of each the Fronting Bank to issue, amend, extend or renew a Letter of Credit (including the initial Letter of Credit for the account of such BorrowerCredit), in each case, as part of an Extension of Credit, shall be subject to the further conditions precedent that on the date of such Extension of Credit: (i) The following statements shall be true (and each of the giving of the applicable Notice of Borrowing (in the case of a Borrowing) or Letter of Credit Request (in the case of the issuance of a Letter of Credit) and the acceptance by such the Borrower of the proceeds of such Borrowing or the acceptance of a Letter of Credit by the Beneficiary thereof, as the case may be, shall constitute a representation and warranty by such the Borrower that on the date of such Extension of Credit such statements are true): (A) The representations and warranties of such Borrower contained in Section 4.01 with respect to any Extension of Credit following the initial Extension of Credit hereof are true and correct 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 as of such specific date); (B) No event has occurred and is continuing, or would result from such Extension of Credit or from the application of the proceeds therefrom, that constitutes an Event of Default or would constitute an Unmatured Event of Default with respect to such Borrower;but for the requirement that notice be given or time elapse or both; and (C) Immediately following such Extension of Credit, (1) the aggregate amount of Outstanding Credits shall not exceed the aggregate amount of the Commitments then in effect, (2) the Outstanding Credits of any Lender shall not exceed the amount of such Lender’s Commitment, Commitment and (3) if such Extension of Credit is the aggregate principal amount issuance of Advances a Letter of Credit, the Stated Amount thereof, when aggregated with (x) the Stated Amount of each other Letter of Credit that is outstanding for such Borrower shall or with respect to which a Letter of Credit Request has been received and (y) the outstanding Reimbursement Obligations, would not exceed the amounts authorized under L/C Commitment Amount; and (ii) The Borrower shall have delivered to the Administrative Agent copies of such Borrower’s Approval,other approvals and documents as the Administrative Agent or the Fronting Bank or any Lender (through the Administrative Agent) may reasonably request.

Conditions Precedent to Each Extension of Credit. The obligation of each Lender to make an Advance to any Borrower as part on the occasion of any each Borrowing (including the initial Borrowing) that would increase the aggregate principal amount of Advances outstanding hereunder, and the obligation of each Fronting LC Issuing Bank to issue, amend, extend or renew a issue any Letter of Credit (including the initial Letter of Credit for the account of such Borrower), in each case, as part of an Extension of Credit, shall be subject to the further conditions precedent that on the date of such Extension of CreditBorrowing: (ia) The the following statements shall be true (and each of the giving of the applicable Notice of Borrowing Borrowing, Request for Issuance or Letter Notice of Credit Request Conversion and the acceptance by such the Borrower of the any proceeds of such a Borrowing or the acceptance issuance of a such Letter of Credit by the Beneficiary thereof, as the case may be, 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): (Ai) The representations and warranties of such Borrower contained in Section 4.01 with respect to any (excluding those contained in subsections (e) and (f) thereof if such Extension of Credit following does not increase the initial aggregate outstanding principal amount of Advances and Letters of Credit over the aggregate outstanding principal amount of all Advances and Letters of Credit immediately prior to the making of such Extension of Credit Credit) are true and correct 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 as of such specific date);; and (Bii) No event has occurred and is continuing, 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 Prepayment Event or an Event of Default or would constitute a Prepayment Event or an Unmatured 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 such Borrower;the truth of the foregoing statements (i) and (ii) as any Lender through the Administrative Agent may reasonably request. (Cc) Immediately following Each Letter of Credit shall be in form and substance acceptable to the LC Issuing Bank issuing such Extension Letter of Credit, (1) the aggregate amount of Outstanding Credits shall not exceed the aggregate amount of the Commitments then in effect, (2) the Outstanding Credits of any Lender shall not exceed the amount of such Lender’s Commitment, (3) the aggregate principal amount of Advances outstanding for such Borrower shall not exceed the amounts authorized under such Borrower’s Approval,.

Conditions Precedent to Each Extension of Credit. The obligation of (i) each Lender to make an Advance to any Borrower as part on the occasion of any each Borrowing (including the initial Borrowing) that would increase cause the aggregate principal amount of Advances outstanding hereunder, hereunder to increase and the obligation of each Fronting (ii) any LC Issuing Bank to issue, amendextend the expiry date or increase the amount of, extend or renew a Letter of Credit (including the initial any Letter of Credit for the account of such Borrower), in each case, as part of an Extension of Credit, any Borrower shall be subject to the further conditions precedent that that, on the date of such Extension of Credit: (ia) The the following statements shall be true and correct (and each of the giving of the applicable Notice of Borrowing, Notice of Swingline Borrowing or Letter of Credit Request for Issuance, as the case may be, and the acceptance by such Borrower of the proceeds of such Borrowing or the acceptance issuance, extension or increase of a such Letter of Credit by the Beneficiary thereofCredit, as the case may be, shall constitute a representation and warranty by such Borrower that that, on the date of such Extension of Credit Credit, such statements are truetrue and correct): (Ai) The the representations and warranties of such Borrower contained in Section 4.01 with respect to any Extension of Credit following 4.1 (other than the initial Extension of Credit representation and warranty set forth in Section 4.1(e)) are true and correct in all material respects, or if such representation is qualified as to materiality, true and correct 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 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 (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 as of such specific date); (Bii) No no event has occurred and is continuingcontinuing with respect to such Borrower, 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 an Event of Default or an Unmatured Default with respect to such Borrower;Default; and (Ciii) Immediately following after giving effect to such Extension of Credit, (1) the aggregate amount of such Borrower’s Outstanding Credits shall will not exceed its borrowing authority as allowed by applicable governmental authorities. (b) prior to any Extension of Credit that would result in the aggregate amount of the Commitments then in effect, (2) the Outstanding Credits of any Lender shall not exceed the amount of such Lender’s Commitment, (3) the aggregate outstanding principal amount of Advances outstanding for short-term Debt of (i) IPL to exceed $300,000,000 or (ii) WPL to exceed $400,000,000, IPL or WPL, as the case may be, shall have obtained an appropriate Governmental Approval and shall have delivered copies of same, with appropriate certifications and, if requested by the Agent, an opinion letter, regarding such Borrower Governmental Approval to the Agent; and (c) the Agent shall not exceed have received such other approvals, opinions, or documents as the amounts authorized under Agent, or the Majority Lenders through the Agent, may reasonably request, and such Borrower’s Approval,approvals, opinions, and documents shall be satisfactory in form and substance to the Agent.

Conditions Precedent to Each Extension of Credit. The obligation of (i) each Lender to make an Advance to any Borrower as part on the occasion of any each Borrowing (including the initial Borrowing) that would increase cause the aggregate principal amount of Advances outstanding hereunder, hereunder to increase and (ii) the obligation of each Fronting LC Issuing Bank to issue, amend, extend or renew a issue any Letter of Credit (including the initial Letter of Credit for the account of such Borrower), in each case, as part of an Extension of Credit, shall be subject to the further conditions precedent that that, on the date of such Extension of Credit: (ia) The the following statements shall be true and correct (and each of the giving of the applicable Notice of Borrowing or Letter of Credit Request for Issuance, as the case may be, and the acceptance by such the Borrower of the proceeds of such Borrowing or the acceptance issuance of a such Letter of Credit by the Beneficiary thereofCredit, 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): (Ai) The the representations and warranties of such Borrower contained in Section 4.01 with respect (other than, in the case of any Borrowing the proceeds of which will be used exclusively to repurchase commercial paper issued by or on behalf of the Borrower, the representation and warranty set forth in Section 4.01(e) and, in the event of any Extension such Borrowing, the Agent may require the Borrower to deliver to it information sufficient for the Agent to disburse the proceeds of Credit following such Borrowing directly to the initial Extension holders of Credit such commercial paper or to a paying agent therefor) are true and correct 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 (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 as of such specific date);; and (Bii) No no event has occurred and is continuing, 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 an Event of Default or an Unmatured Default with respect to such BorrowerDefault; (C) Immediately following such Extension of Credit, (1b) the aggregate amount Agent shall have received all documentation and information required by regulatory authorities under applicable "know your customer" and anti-money laundering rules and regulations, including without limitation the USA Patriot Act (Title III of Outstanding Credits shall not exceed the aggregate amount of the Commitments then in effectPub. L. 107-56 (signed into law October 26, 2001)); and (2c) the Outstanding Credits of any Lender Agent shall not exceed have received such other approvals, opinions, or documents as the amount of Agent, or the Majority Lenders through the Agent, may reasonably request, and such Lender’s Commitmentapprovals, (3) opinions, and documents shall be satisfactory in form and substance to the aggregate principal amount of Advances outstanding for such Borrower shall not exceed the amounts authorized under such Borrower’s Approval,Agent.

Conditions Precedent to Each Extension of Credit. The obligation of (i) each Lender to make an Advance to any Borrower as part on the occasion of any each Borrowing (including the initial Borrowing) that would increase cause the aggregate principal amount of Advances outstanding hereunder, hereunder to increase and (ii) the obligation of each Fronting LC Issuing Bank to issue, amendextend the expiry date or increase the amount of, extend or renew a any Letter of Credit (including the initial Letter of Credit for the account of such Borrower), in each case, as part of an Extension of Credit, shall be subject to the further conditions precedent that that, on the date of such Extension of Credit: (ia) The the following statements shall be true and correct (and each of the giving of the applicable Notice of Borrowing or Letter of Credit Request for Issuance, as the case may be, and the acceptance by such the Borrower of the proceeds of such Borrowing or the acceptance issuance, extension or increase of a such Letter of Credit by the Beneficiary thereofCredit, 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): (Ai) The the representations and warranties of such Borrower contained in Section 4.01 with respect to any Extension of Credit following 4.1 (other than the initial Extension of Credit representation and warranty set forth in Section 4.1(e)) are true and correct 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 (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 as of such specific date); (Bii) No no event has occurred and is continuing, 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 an Event of Default or an Unmatured Default with respect Default; and (iii) after giving effect to such Credit Extension, the Borrower;’s Outstanding Credits will not exceed its borrowing authority as allowed by applicable governmental authorities. (C) Immediately following such Extension of Credit, (1b) the aggregate amount of Outstanding Credits Agent shall not exceed have received all documentation and information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the aggregate amount of the Commitments then in effect, PATRIOT Act; and (2c) the Outstanding Credits of any Lender Agent shall not exceed have received such other approvals, opinions, or documents as the amount of Agent, or the Majority Lenders through the Agent, may reasonably request, and such Lender’s Commitmentapprovals, (3) opinions, and documents shall be satisfactory in form and substance to the aggregate principal amount of Advances outstanding for such Borrower shall not exceed the amounts authorized under such Borrower’s Approval,Agent.

Conditions Precedent to Each Extension of Credit. The obligation of each Lender to make an Advance to any Borrower as part of any Borrowing (including the initial Borrowing) that would increase the aggregate principal amount of Advances outstanding hereunder, and the obligation of each Fronting Bank to issue, amend, extend or renew a Letter Extension of Credit (including the initial Letter of Credit for the account of such Borrower), in each case, as part of an Extension of Credit, on any date shall be subject to the further conditions precedent that the Effective Date shall have occurred and on the date of such Extension of Credit: (i) The 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 Request Credit, as the case may be, and the acceptance by such the applicable Borrower of the proceeds of such Borrowing or the acceptance issuance of a such Letter of Credit by the Beneficiary thereofCredit, as the case may beapplicable, shall constitute a representation and warranty by such the applicable Borrower that on the date of such Extension Borrowing or Letter of Credit issuance such statements are true): (Ai) The the representations and warranties of such Borrower contained made by each Loan Party in Section 4.01 with respect or pursuant to any Extension of Credit following the initial Extension of Credit Loan Documents are true and correct 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 date, except to the extent that (other than, as to any A) such representation representations or warranty that warranties are qualified by its terms refers to a specific date other than the date of such Extension of Creditmateriality standard, in which case, such representation and warranty 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 specific earlier date), and (C) such representations relate to Section 5.01(f), in which case the representation shall be limited to clause (c) of the definition of “Material Adverse Effect”; (Bii) No no event has occurred and is continuing, 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 or an Unmatured Default with respect to such BorrowerDefault; (Ciii) Immediately following after giving effect to such Extension of Credit, (1) the aggregate amount Total Extensions of Outstanding Credits shall Credit will not exceed the aggregate amount Line Cap; (iv) after giving effect to such Extension of Credit, Uncapped Excess Availability shall exceed the lesser of (A) 10% of the Commitments then Borrowing Base (without giving effect to clause (d) thereof) and (B) $500,000,000; and (v) at any time that any Debt described in effectSection 6.02(a)(vi) is outstanding, (2) Pro Forma Uncapped Excess Availability shall be no less than 25% of the Outstanding Credits of any Lender shall not exceed the amount of such Lender’s Commitment, (3) the aggregate principal amount of Advances outstanding for such Borrower shall not exceed the amounts authorized under such Borrower’s Approval,Borrowing Base.

Conditions Precedent to Each Extension of Credit. The obligation of (i) each Lender to make an Advance to any Borrower as part on the occasion of any each Borrowing (including the initial Borrowing) that would increase cause the aggregate principal amount of Advances outstanding hereunder, hereunder to increase and (ii) the obligation of each Fronting LC Issuing Bank to issue, amendextend the expiry date or increase the amount of, extend or renew a any Letter of Credit (including the initial Letter of Credit for the account of such Borrower), in each case, as part of an Extension of Credit, shall be subject to the further conditions precedent that that, on the date of such Extension of Credit: (ia) The the following statements shall be true and correct (and each of the giving of the applicable Notice of Borrowing, Notice of Swingline Borrowing or Letter of Credit Request for Issuance, as the case may be, and the acceptance by such the Borrower of the proceeds of such Borrowing or the acceptance issuance, extension or increase of a such Letter of Credit by the Beneficiary thereofCredit, 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): (Ai) The the representations and warranties of such Borrower contained in Section 4.01 with respect to any Extension of Credit following 4.1 (other than the initial Extension of Credit representation and warranty set forth in Section 4.1(e)) 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 (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 as of such specific date); (Bii) No no event has occurred and is continuing, 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 an Event of Default or an Unmatured Default with respect to such Borrower;Default; and (Ciii) Immediately following after giving effect to such Extension of Credit, the Borrower’s Outstanding Credits will not exceed its borrowing authority as allowed by applicable governmental authorities. (1b) the aggregate amount Agent shall have received all documentation and information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act; (c) prior to any Extension of Outstanding Credits shall not exceed Credit that would result in the aggregate amount of the Commitments then in effect, (2) the Outstanding Credits of any Lender shall not exceed the amount of such Lender’s Commitment, (3) the aggregate outstanding principal amount of Advances outstanding for short-term Debt of the Borrower to exceed $250,000,000, the Borrower, shall have obtained an appropriate Governmental Approval and shall have delivered copies of same, with appropriate certifications and, if requested by the Agent, an opinion letter, regarding such Borrower Governmental Approval to the Agent; and (d) the Agent shall not exceed have received such other approvals, opinions, or documents as the amounts authorized under Agent, or the Majority Lenders through the Agent, may reasonably request, and such Borrower’s Approval,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 to make an Advance to any Borrower as part of any Borrowing (including the initial Borrowing) that would increase the aggregate principal amount of Advances outstanding hereunder, and the obligation of each Fronting Bank to issue, amend, extend or renew a Letter Extension of Credit (including the initial Letter of Credit for the account of such Borrower), in each case, as part of an Extension of Credit, on any date shall be subject to the further conditions precedent that the Effective Date shall have occurred and on the date of such Extension of Credit: (i) The 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 Request Credit, as the case may be, and the acceptance by such the applicable Borrower of the proceeds of such Borrowing or the acceptance issuance of a such Letter of Credit by the Beneficiary thereofCredit, as the case may beapplicable, shall constitute a representation and warranty by such the applicable Borrower that on the date of such Extension Borrowing or Letter of Credit issuance such statements are true): (Ai) The the representations and warranties of such Borrower contained made by each Loan Party in Section 4.01 with respect or pursuant to any Extension of Credit following the initial Extension of Credit Loan Documents are true and correct 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 date, except to the extent that (other than, as to any A) such representation representations or warranty that warranties are qualified by its terms refers to a specific date other than the date of such Extension of Creditmateriality standard, in which case, such representation and warranty 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 specific earlier date), and (C) such representations relate to Section 5.01(f), in which case the representation shall be limited to clause (c) of the definition of “Material Adverse Effect”; (Bii) No no event has occurred and is continuing, 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 or an Unmatured Default with respect to such Borrower;Default; and (Ciii) Immediately following after giving effect to such Extension of Credit, (1A) the aggregate amount Total Extensions of Outstanding Credits shall Credit will not exceed the aggregate amount of the Commitments then in effectLine Cap, (2B) the Outstanding Credits Total Extensions of Credit plus the outstanding principal balance of any Lender shall Pari Passu Notes will not exceed the amount Borrowing Base, and (C) no Collateral Coverage Event (as defined in the Indenture for the Existing Second Lien Notes) shall result therefrom. The conditions set forth in this Section 4.02 are for the sole benefit of the Credit Parties but until the Required Lenders otherwise direct the Agent to cease making Extensions of Credit, the Revolving Lenders will fund their Revolving Commitment Percentage of all Advances and participate in all Swingline Advances and Letters of Credit whenever made or issued, which are requested by a Borrower and which, notwithstanding the failure of the Loan Parties to comply with the provisions of this Article IV, are agreed to by the Agent acting in the interests of the Credit Parties, provided, however, the making of any such Lender’s Commitment, (3) the aggregate principal amount Extensions of Advances outstanding for such Borrower Credit shall not exceed be deemed a modification or waiver by any Credit Party of the amounts authorized under provisions of this Article IV on any future occasion or a waiver of any rights or the Credit Parties as a result of any such Borrower’s Approval,failure to comply.

Conditions Precedent to Each Extension of Credit. The obligation of each Lender to make an Advance to any Borrower as part of any Borrowing (including the initial Borrowing) that would increase the aggregate principal amount of Advances outstanding hereunder, and the obligation of each Fronting Bank to issue, amend, extend or renew a Letter of Credit (including the initial Letter of Credit for the account of such Borrower), in each case, as part of an Extension of Credit, shall be subject to the further conditions precedent that on the date of such Extension of Credit: (i) The following statements shall be true (and each of the giving of the applicable Notice of Borrowing or Letter of Credit Request and the acceptance by such Borrower of the proceeds of such Borrowing or the acceptance of a Letter of Credit by the Beneficiary thereof, 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): (A) The representations and warranties of such Borrower contained in Section 4.01 (other than (1) subsection (f) thereof, (2) the first sentence of subsection (g) thereof (but solely with respect to the unaudited consolidated balance sheet of such Borrower and its Subsidiaries, as at September 30, 2016, and the related consolidated statements of income, retained earnings and cash flows for the nine months then ended), and (3) the last sentence of subsection (g) thereof, in each case, with respect to any Extension of Credit following the initial Extension of Credit Credit) are true and correct 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 112461100 v3 date of such Extension of Credit, in which case, such representation and warranty shall be true and correct as of such specific date); (B) No event has occurred and is continuing, or would result from such Extension of Credit or from the application of the proceeds therefrom, that constitutes an Event of Default or an Unmatured Default with respect to such Borrower;; and (C) Immediately following such Extension of Credit, (1) the aggregate amount of Outstanding Credits shall not exceed the aggregate amount of the Commitments then in effect, (2) the Outstanding Credits of any Lender shall not exceed the amount of such Lender’s Commitment, (3) the aggregate principal amount of Advances outstanding for such Borrower shall not exceed the amounts authorized under such Borrower’s Approval,, (4) the Outstanding Credits for the account of any Borrower shall not exceed the Borrower Sublimit for such Borrower, and (5) if such Extension of Credit relates to a Letter of Credit, the Stated Amount thereof, when aggregated with (x) the Stated Amount of each other Letter of Credit that is outstanding or with respect to which a Letter of Credit Request has been received and (y) the outstanding Reimbursement Obligations, shall not exceed the L/C Commitment Amount; (ii) Such Borrower shall have delivered to the Administrative Agent copies of such other approvals and documents as the Administrative Agent, any Fronting Bank or any Lender (through the Administrative Agent) may reasonably request; and (iii) On or before the first date on which an Advance is made to, or a Letter of Credit is issued for the account of, MAIT, in addition to the satisfaction of the other conditions set forth in paragraphs (i) and (ii) above: (A) MAIT shall have received all required regulatory approvals (including, without limitation, the MAIT FERC Order) and shall have delivered certified copies thereof to the Administrative Agent, (B) the Administrative Agent shall have received evidence that the issuer/corporate family rating of MAIT is BBB- or higher by S&P and Baa3 or higher by Xxxxx’x, (C) MAIT shall have certified to the Administrative Agent, the Lenders and the Fronting Banks that all required regulatory approvals have been received and Pennsylvania Electric Company and Metropolitan Edison Company have transferred their respective transmission assets and transmission rates to MAIT, in accordance with such regulatory approvals, (D) MAIT shall have certified to the Administrative Agent, the Lenders and the Fronting Banks that it has received the MAIT FERC Order, and that such order is in full force and effect, and (E) MAIT shall have certified to the Administrative Agent, the Lenders and the Fronting Banks that its consolidated balance sheet as of such date is consistent in all material respects with its projected consolidated balance sheet for the 12-month period ending December 31, 2017 that was attached to its application, dated October 28, 2016, to FERC requesting, inter alios, short-term borrowing authorization.

Conditions Precedent to Each Extension of Credit. The obligation of each Lender or Issuing Bank, as the case may be, to make an Advance to any Borrower as part of any Borrowing (including the initial Borrowing) that would increase the aggregate principal amount of Advances outstanding hereunder, and the obligation of each Fronting Bank to issue, amend, extend or renew a Letter Extension of Credit (including the initial Letter of Credit for the account of such Borrower), in each case, as part of an Extension of Credit, ) shall be subject to the further conditions precedent that that, on the date of such Extension of CreditCredit and after giving effect thereto: (ia) The following statements shall be true (and each of the giving of the applicable Notice notice or request with respect thereto and the making of Borrowing or Letter such Extension of Credit Request without prior correction by the Borrower shall (to the extent that such correction has been previously consented to by the Lenders and the acceptance by such Borrower of the proceeds of such Borrowing or the acceptance of a Letter of Credit by the Beneficiary thereof, as the case may be, shall 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): (Ai) The the representations and warranties of such Borrower contained in Section 4.01 with respect to any Extension 7.01 of Credit following this Agreement (other than those contained in subsections (e)(ii) and (f) thereof) and in Section 7 of the initial Extension of Credit Cash Collateral Agreement are true and correct 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 (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 as of such specific date);; and (Bii) No event no Event of Default has occurred and is continuing, or would result from such Extension of Credit or from the application of the proceeds therefrom, that constitutes an Event of Default or an Unmatured Default with respect to such Borrower;thereof. (Cb) Immediately following In connection with any Extension of Credit under a Revolving Tranche that will be used to finance any Transaction: (i) the Borrower's equity investment in the applicable Project shall be made within five Business Days after the making of such Extension of Credit, ; (1ii) the aggregate amount of Outstanding Credits such Transaction shall not exceed be made on a hostile basis; (iii) all governmental authorizations and regulatory approvals necessary in connection with such Transaction shall have been obtained and be in full force and effect; and (iv) all third party approvals necessary or, in the aggregate amount judgment of the Commitments then Administrative Agent, advisable in connection with such Transaction shall have been obtained and be in full force and effect. (c) The Administrative Agent shall have received such other approvals, (2) the Outstanding Credits of opinions and documents as any Lender shall not exceed or Issuing Bank, through the amount Administrative Agent, may reasonably request as to the legality, validity, binding effect or enforceability of such Lender’s Commitmentthe Loan Documents or the financial condition, (3) results of operations, properties or business of the aggregate principal amount of Advances outstanding for such Borrower shall not exceed the amounts authorized under such Borrower’s Approval,and its Consolidated Subsidiaries.

Conditions Precedent to Each Extension of Credit. The obligation of each Lender to make an Advance to any Borrower as part of any Borrowing (including the initial Borrowing) that would increase the aggregate principal amount of Advances outstanding hereunder, and the obligation of each Fronting Bank to issue, amend, extend or renew a Letter of Credit (including the initial Letter of Credit for the account of such Borrower), in each case, as part of an Extension of Credit, shall be subject to the further conditions precedent that on the date of such Extension of Credit: (i) The following statements shall be true (and each of the giving of the applicable Notice of Borrowing or Letter of Credit Request and the acceptance by such Borrower of the proceeds of such Borrowing or the acceptance of a Letter of Credit by the Beneficiary thereof, 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): (A) The representations and warranties of such Borrower contained in Section 4.01 with respect to any Extension of Credit following the initial Extension of Credit are true and correct 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 as of such specific date); (B) No event has occurred and is continuing, or would result from such Extension of Credit or from the application of the proceeds therefrom, that constitutes an Event of Default or an Unmatured Default with respect to such Borrower;; 744221928 (C) Immediately following such Extension of Credit, (1) the aggregate amount of Outstanding Credits shall not exceed the aggregate amount of the Commitments then in effect, (2) the Outstanding Credits of any Lender shall not exceed the amount of such Lender’s Commitment, (3) the aggregate principal amount of Advances outstanding for such Borrower shall not exceed the amounts authorized under such Borrower’s Approval,, (4) the Outstanding Credits for the account of any Borrower shall not exceed the Borrower Sublimit for such Borrower and (5) if such Extension of Credit relates to a Letter of Credit, the Stated Amount thereof, when aggregated with (x) the Stated Amount of each other Letter of Credit that is outstanding or with respect to which a Letter of Credit Request has been received and (y) the outstanding Reimbursement Obligations, shall not exceed the L/C Commitment Amount; and (D) No event has occurred and is continuing, or would result from such Extension of Credit or from the application of the proceeds therefrom, that constitutes a Specified Event. (ii) Such Borrower shall have delivered to the Administrative Agent a duly executed Notice of Borrowing. (iii) Such Borrower shall have delivered to the Administrative Agent copies of such other approvals and documents as the Administrative Agent, any Fronting Bank or any other Lender (through the Administrative Agent) may reasonably request.

Conditions Precedent to Each Extension of Credit. The obligation of (i) each Lender to make an Advance to any Borrower as part on the occasion of any each Borrowing (including the initial Borrowing) that would increase cause the aggregate principal amount of Advances outstanding hereunder, hereunder to increase and (ii) the obligation of each Fronting LC Issuing Bank to issue, amendextend the expiry date or increase the amount of, extend or renew a any Letter of Credit (including the initial Letter of Credit for the account of such Borrower), in each case, as part of an Extension of Credit, shall be subject to the further conditions precedent that that, on the date of such Extension of Credit: (ia) The the following statements shall be true and correct (and each of the giving of the applicable Notice of Borrowing, Notice of Swingline Borrowing or Letter of Credit Request for Issuance, as the case may be, and the acceptance by such the Borrower of the proceeds of such Borrowing or the acceptance issuance, extension or increase of a such Letter of Credit by the Beneficiary thereofCredit, 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): (Ai) The the representations and warranties of such Borrower contained in Section 4.01 with respect to any Extension of Credit following 4.1 (other than the initial Extension of Credit representation and warranty set forth in Section 4.1(e)) are true and correct in all material respects, or if such representation is qualified as to materiality, true and correct 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 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 (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 as of such specific date); (Bii) No no event has occurred and is continuing, 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 an Event of Default or an Unmatured Default with respect to such Borrower;Default; and (Ciii) Immediately following after giving effect to such Extension of Credit, the Borrower’s Outstanding Credits will not exceed its borrowing authority as allowed by applicable governmental authorities. (1b) the aggregate amount of Outstanding Credits Agent shall not exceed have received such other approvals, opinions, or documents as the aggregate amount of Agent, or the Commitments then Majority Lenders through the Agent, may reasonably request, and such approvals, opinions, and documents shall be satisfactory in effect, (2) form and substance to the Outstanding Credits of any Lender shall not exceed the amount of such Lender’s Commitment, (3) the aggregate principal amount of Advances outstanding for such Borrower shall not exceed the amounts authorized under such Borrower’s Approval,Agent.

Conditions Precedent to Each Extension of Credit. The obligation of each Lender to make an Advance to any the Borrower as part of any Borrowing (including the initial Borrowing) that would increase the aggregate principal amount of Advances outstanding hereunder, and the obligation of each Fronting Bank to issue, amend, extend or renew a Letter of Credit (including the initial Letter of Credit for the account of such the Borrower), in each case, as part of an Extension of Credit, shall be subject to the further conditions precedent that on the date of such Extension of Credit: (i) The following statements shall be true (and each of the giving of the applicable Notice of Borrowing or Letter of Credit Request and the acceptance by such the Borrower of the proceeds of such Borrowing or the acceptance of a Letter of Credit by the Beneficiary thereof, as the case may be, shall constitute a representation and warranty by such the Borrower that on the date of such Extension of Credit such statements are true): (A) The representations and warranties of such the Borrower contained in Section 4.01 with respect to any Extension of Credit following the initial Extension of Credit are true and correct 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 as of such specific date); (B) No event has occurred and is continuing, or would result from such Extension of Credit or from the application of the proceeds therefrom, that constitutes an Event of Default or an Unmatured Default with respect to such the Borrower; (C) Immediately following such Extension of Credit, (1) the aggregate amount of Outstanding Credits shall not exceed the aggregate amount of the Commitments then in effect, (2) the Outstanding Credits of any Lender shall not exceed the amount of such Lender’s Commitment, (3) the aggregate principal amount of Advances outstanding for such the Borrower shall not exceed the amounts authorized under such the Borrower’s Approval,Approval and (4) if such Extension of Credit relates to a Letter of Credit, 744224964 the Stated Amount thereof, when aggregated with (x) the Stated Amount of each other Letter of Credit that is outstanding or with respect to which a Letter of Credit Request has been received and (y) the outstanding Reimbursement Obligations, shall not exceed the L/C Commitment Amount; and (D) No event has occurred and is continuing, or would result from such Extension of Credit or from the application of the proceeds therefrom, that constitutes a Specified Event. (ii) The Borrower shall have delivered to the Administrative Agent a duly executed Notice of Borrowing. (iii) The Borrower shall have delivered to the Administrative Agent copies of such other approvals and documents as the Administrative Agent, any Fronting Bank or any other Lender (through the Administrative Agent) may reasonably request.

Conditions Precedent to Each Extension of Credit. The obligation of each Lender and each Swing Line Lender to make an Advance to any Borrower as part of any Borrowing (including the initial Borrowing) that would increase the aggregate principal amount of Advances outstanding hereunder, and the obligation of each Fronting Bank to issue, amend, extend or renew a Letter of Credit (including the initial Letter of Credit for the account of such Borrower), in each case, as part of an Extension of Credit, shall be subject to the further conditions precedent that on the date of such Extension of Credit: (i) The following statements shall be true (and each of the giving of the applicable Notice of Pro-Rata Borrowing, Notice of Swing Line Borrowing or Letter of Credit Request and the acceptance by such Borrower of the proceeds of such Borrowing or the acceptance of a Letter of Credit by the Beneficiary thereof, 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): (A) The representations and warranties of such Borrower contained in Section 4.01 (other than (1) subsection (f) thereof, (2) the first sentence of subsection (g) thereof (but solely with respect to the unaudited consolidated balance sheet of such Borrower and its Subsidiaries, as at March 31, 2011, and the related consolidated statements of income, retained earnings and cash flows for the three months then ended), and (3) the last sentence of subsection (g) thereof with respect to any Extension of Credit following the initial Extension of Credit Credit) hereof are true and correct 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 as of such specific date); (B) No event has occurred and is continuing, or would result from such Extension of Credit or from the application of the proceeds therefrom, that constitutes an Event of Default or an Unmatured Default with respect to such Borrower;; and (C) Immediately following such Extension of Credit, (1) the aggregate amount of Outstanding Credits shall not exceed the aggregate amount of the Commitments then in effect, (2) the Outstanding Credits of any Lender shall not exceed the amount of such Lender’s Commitment, (3) the aggregate principal amount of Advances outstanding for such Borrower shall not exceed the amounts authorized under such Borrower’s Approval,, (4) the Outstanding Credits for the account of any Borrower shall not exceed the Borrower Sublimit for such Borrower, (5) the aggregate principal amount of the Swing Line Advances outstanding shall not exceed the Swing Line Sublimit, and (6) if such Extension of Credit relates to a Letter of Credit, the Stated Amount thereof, when aggregated with (x) the Stated Amount of each other Letter of Credit that is outstanding or with respect to which a Letter of Credit Request has been received and (y) the outstanding Reimbursement Obligations, shall not exceed the L/C Commitment Amount; and (ii) Such Borrower shall have delivered to the Administrative Agent copies of such other approvals and documents as the Administrative Agent, any Fronting Bank, any Swing Line Lender or any other Lender (through the Administrative Agent) may reasonably request.

Conditions Precedent to Each Extension of Credit. The obligation of (i) each Lender to make an Advance to any Borrower as part on the occasion of any each Borrowing (including the initial Borrowing) that would increase cause the aggregate principal amount of Advances outstanding hereunder, hereunder to increase and (ii) the obligation of each Fronting LC Issuing Bank to issue, amend, extend or renew a issue any Letter of Credit (including the initial Letter of Credit for the account of such Borrower), in each case, as part of an Extension of Credit, shall be subject to the further conditions precedent that that, on the date of such Extension of Credit: (ia) The the following statements shall be true and correct (and each of the giving of the applicable Notice of Borrowing or Letter of Credit Request for Issuance, as the case may be, and the acceptance by such the Borrower of the proceeds of such Borrowing or the acceptance issuance of a such Letter of Credit by the Beneficiary thereofCredit, 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): (Ai) The the representations and warranties of such Borrower contained in Section 4.01 with respect (other than, in the case of any Borrowing the proceeds of which will be used exclusively to repurchase commercial paper issued by or on behalf of the Borrower, the representation and warranty set forth in Section 4.01(e) and, in the event of any Extension such Borrowing, the Agent may require the Borrower to deliver to it information sufficient for the Agent to disburse the proceeds of Credit following such Borrowing directly to the initial Extension holders of Credit such commercial paper or to a paying agent therefor) are true and correct 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 (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 as of such specific date);; and (Bii) No no event has occurred and is continuing, 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 an Event of Default or an Unmatured Default with respect to such BorrowerDefault; (Cb) Immediately following such the Agent shall have received all documentation and information required by regulatory authorities under applicable "know your customer" and anti-money laundering rules and regulations, including without limitation the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)); (c) prior to any Extension of Credit, (1) Credit that would result in the aggregate amount of Outstanding Credits shall not exceed the aggregate amount of the Commitments then in effect, (2) the Outstanding Credits of any Lender shall not exceed the amount of such Lender’s Commitment, (3) the aggregate outstanding principal amount of Advances outstanding for short-term Debt of the Borrower to exceed $240 million, the Borrower, shall have obtained an appropriate Governmental Approval and shall have delivered copies of same, with appropriate certifications and, if requested by the Agent, an opinion letter, regarding such Borrower Governmental Approval to the Agent; and (d) the Agent shall not exceed have received such other approvals, opinions, or documents as the amounts authorized under Agent, or the Majority Lenders through the Agent, may reasonably request, and such Borrower’s Approval,approvals, opinions, and documents shall be satisfactory in form and substance to the Agent.

Conditions Precedent to Each Extension of Credit. The obligation of (i) each Lender to make an Advance to any Borrower as part on the occasion of any each Borrowing (including the initial Borrowing) that would increase cause the aggregate principal amount of Advances outstanding hereunder, hereunder to increase and (ii) the obligation of each Fronting LC Issuing Bank to issue, amendextend the expiry date or increase the amount of, extend or renew a any Letter of Credit (including the initial Letter of Credit for the account of such Borrower), in each case, as part of an Extension of Credit, shall be subject to the further conditions precedent that that, on the date of such Extension of Credit: (ia) The the following statements shall be true and correct (and each of the giving of the applicable Notice of Borrowing, Notice of Swingline Borrowing or Letter of Credit Request for Issuance, as the case may be, and the acceptance by such the Borrower of the proceeds of such Borrowing or the acceptance issuance, extension or increase of a such Letter of Credit by the Beneficiary thereofCredit, 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): (Ai) The the representations and warranties of such Borrower contained in Section 4.01 with respect to any Extension of Credit following 4.1 (other than the initial Extension of Credit representation and warranty set forth in Section 4.1(e)) are true and correct in all material respects, or if such representation is qualified as to materiality, true and correct 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 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 (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 as of such specific date); (Bii) No no event has occurred and is continuing, 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 an Event of Default or an Unmatured Default with respect to such Borrower;Default; and (Ciii) Immediately following after giving effect to such Extension of Credit, (1) the aggregate amount of Borrower’s Outstanding Credits shall will not exceed its borrowing authority as allowed by applicable governmental authorities. (b) prior to any Extension of Credit that would result in the aggregate amount of the Commitments then in effect, (2) the Outstanding Credits of any Lender shall not exceed the amount of such Lender’s Commitment, (3) the aggregate outstanding principal amount of Advances outstanding for short-term Debt of the Borrower to exceed $400,000,000, the Borrower, shall have obtained an appropriate Governmental Approval and shall have delivered copies of same, with appropriate certifications and, if requested by the Agent, an opinion letter, regarding such Borrower Governmental Approval to the Agent; and (c) the Agent shall not exceed have received such other approvals, opinions, or documents as the amounts authorized under Agent, or the Majority Lenders through the Agent, may reasonably request, and such Borrower’s Approval,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 to make an Advance to any Borrower as part of any Borrowing (including the initial Borrowing) that would increase the aggregate principal amount of Advances outstanding hereunder, and the obligation of each Fronting Bank to issue, amend, extend or renew a Letter of Credit (including the initial Letter of Credit for the account of such Borrower), in each case, as part of an Extension of Credit, shall be subject to the further conditions precedent that on the date of such Extension of Credit: (i) The following statements shall be true (and each of the giving of the applicable Notice of Borrowing or Letter of Credit Request and the acceptance by such Borrower of the proceeds of such Borrowing or the acceptance of a Letter of Credit by the Beneficiary thereof, 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): (A) The representations and warranties of such Borrower contained in Section 4.01 (other than (1) subsection (f) thereof and (2) the last sentence of subsection (g) thereof with respect to any Extension of Credit following the initial Extension of Credit Credit) hereof are true and correct 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 as of such specific date); (B) No event has occurred and is continuing, or would result from such Extension of Credit or from the application of the proceeds therefrom, that constitutes an Event of Default or an Unmatured Default with respect to such Borrower;; and (C) Immediately following such Extension of Credit, (1) the aggregate amount of Outstanding Credits shall not exceed the aggregate amount of the Commitments then in effect, (2) the Outstanding Credits of any Lender shall not exceed the amount of such Lender’s Commitment, (3) the aggregate principal amount of Advances outstanding for such Borrower shall not exceed the amounts authorized under such Borrower’s Approval,, (4) the Outstanding Credits for the account of any Borrower shall not exceed the Borrower Sublimit for such Borrower, and (5) if such Extension of Credit relates to a Letter of Credit, the Stated Amount thereof, when aggregated with (x) the Stated Amount of each other Letter of Credit that is outstanding or with respect to which a Letter of Credit Request has been received and (y) the outstanding Reimbursement Obligations, shall not exceed the L/C Commitment Amount; and (ii) Such Borrower shall have delivered to the Administrative Agent copies of such other approvals and documents as the Administrative Agent, any Fronting Bank or any Lender (through the Administrative Agent) may reasonably request.

Conditions Precedent to Each Extension of Credit. The obligation of (i) each Lender to make an Advance to any Borrower as part on the occasion of any each Borrowing (including the initial Borrowing) that would increase cause the aggregate principal amount of Advances outstanding hereunder, hereunder to increase and (ii) the obligation of each Fronting LC Issuing Bank to issue, amend, extend or renew a issue any Letter of Credit (including the initial Letter of Credit for the account of such Borrower), in each case, as part of an Extension of Credit, shall be subject to the further conditions precedent that that, on the date of such Extension of Credit: (ia) The the following statements shall be true and correct (and each of the giving of the applicable Notice of Borrowing or Letter of Credit Request for Issuance, as the case may be, and the acceptance by such the Borrower of the proceeds of such Borrowing or the acceptance issuance of a such Letter of Credit by the Beneficiary thereofCredit, 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): (Ai) The the representations and warranties of such Borrower contained in Section 4.01 with respect to any Extension of Credit following the initial Extension of Credit are true and correct 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 (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 as of such specific date); (Bii) No no event has occurred and is continuing, or would result from such Extension of Credit or from the application 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 an Event of Default or an Unmatured Default with respect Default; and (iii) if the Reference Rating is below BBB- in the case of S&P or below Baa3 in the case of Mxxxx'x, or unrated the Borrower has received all Necessary Approvals to permit payment of interest at the rate applicable to such Borrower;Borrowing; and (C) Immediately following such Extension of Credit, (1b) the aggregate amount of Outstanding Credits Agent shall not exceed have received such other approvals, opinions, or documents as the aggregate amount of Agent, or the Commitments then Majority Lenders through the Agent, may reasonably request, and such approvals, opinions, and documents shall be satisfactory in effect, (2) form and substance to the Outstanding Credits of any Lender shall not exceed the amount of such Lender’s Commitment, (3) the aggregate principal amount of Advances outstanding for such Borrower shall not exceed the amounts authorized under such Borrower’s Approval,Agent.

Conditions Precedent to Each Extension of Credit. The obligation of (i) each Lender to make an Advance to any Borrower as part on the occasion of any each Borrowing (including the initial Borrowing) that would increase cause the aggregate principal amount of Advances outstanding hereunder, hereunder to increase and (ii) the obligation of each Fronting LC Issuing Bank to issue, amend, extend or renew a issue any Letter of Credit (including the initial Letter of Credit for the account of such Borrower), in each case, as part of an Extension of Credit, shall be subject to the further conditions precedent that that, on the date of such Extension of Credit: (ia) The the following statements shall be true and correct (and each of the giving of the applicable Notice of Borrowing or Letter of Credit Request for Issuance, as the case may be, and the acceptance by such the Borrower of the proceeds of such Borrowing or the acceptance issuance of a such Letter of Credit by the Beneficiary thereofCredit, 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): (Ai) The the representations and warranties of such Borrower contained in Section 4.01 with respect to any Extension of Credit following the initial Extension of Credit are true and correct 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 (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 as of such specific date);; and (Bii) No no event has occurred and is continuing, 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 an Event of Default or an Unmatured Default with respect to such Borrower;Default; and (Cb) Immediately following if the Borrower has obtained the Minnesota Approval, the Agent shall have received certified copies of the Minnesota Approval and the Borrowing, together with all other Borrowings at such Extension of Credittime outstanding hereunder, (1) the aggregate amount of Outstanding Credits shall not exceed the aggregate amount of the Commitments then in effect, Minnesota Limit; and (2c) the Outstanding Credits of any Lender Agent shall not exceed have received such other approvals, opinions, or documents as the amount of Agent, or the Majority Lenders through the Agent, may reasonably request, and such Lender’s Commitmentapprovals, (3) opinions, and documents shall be satisfactory in form and substance to the aggregate principal amount of Advances outstanding for such Borrower shall not exceed the amounts authorized under such Borrower’s Approval,Agent.

Conditions Precedent to Each Extension of Credit. The obligation of each Lender to make an Advance to any Borrower as part of any Borrowing (including the initial Borrowing) that would increase the aggregate principal amount of Advances outstanding hereunder, and the obligation of each Fronting Bank to issue, amend, extend or renew a Letter of Credit (including the initial Letter of Credit for the account of such Borrower), in each case, as part of an Extension of Credit, shall be subject to the further conditions precedent that on the date of such Extension of Credit: (i) The following statements shall be true (and each of the giving of the applicable Notice of Pro-Rata Borrowing, Notice of Swing Line Borrowing or Letter of Credit Request and the acceptance by such Borrower of the proceeds of such Borrowing or the acceptance of a Letter of Credit by the Beneficiary thereof, 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): (A) The representations and warranties of such Borrower contained in Section 4.01 (other than subsections (f) and (g) thereof with respect to any Extension of Credit following the initial Extension of Credit Credit) hereof are true and correct 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 as of such specific date); (B) No event has occurred and is continuing, or would result from such Extension of Credit or from the application of the proceeds therefrom, that constitutes an Event of Default with respect to such Borrower (and if FE has executed and delivered a Guaranty with respect to the obligations of such Borrower hereunder, with respect to FE) or would constitute an Unmatured Event of Default with respect to such Borrower;Borrower (and if FE has executed and delivered a Guaranty with respect to the obligations of such Borrower hereunder, with respect to FE) but for the requirement that notice be given or time elapse or both; and (C) Immediately following such Extension of Credit, (1) the aggregate amount of Outstanding Credits shall not exceed the aggregate amount of the Commitments then in effect, (2) the Outstanding Credits of any Lender shall not exceed the amount of such Lender’s Commitment, (3) the aggregate principal amount of Advances outstanding for such Borrower shall not exceed the amounts authorized under such Borrower’s Approval or Supplemental Approval,, as the case may be, (4) the Outstanding Credits for the account of any Borrower shall not exceed the Borrower Sublimit for such Borrower, (5) the aggregate principal amount of the Swing Line Advances outstanding shall not exceed the Swing Line Sublimit, and (6) if such Extension of Credit is the issuance of a Letter of Credit, the Stated Amount thereof, when aggregated with (x) the Stated Amount of each other Letter of Credit that is outstanding or with respect to which a Letter of Credit Request has been received and (y) the outstanding Reimbursement Obligations, shall not exceed the L/C Commitment Amount; (ii) In the case of an Extension of Credit with respect to ATSI or FES, the financial statements described in Section 5.01(g)(ii) and (iii) shall be currently available for such Borrower, and such Borrower shall have delivered copies of such financial statements to the Administrative Agent; and (iii) Such Borrower shall have delivered to the Administrative Agent copies of such other approvals and documents as the Administrative Agent, any Fronting Bank, any Swing Line Lender or any other Lender (through the Administrative Agent) may reasonably request.

Conditions Precedent to Each Extension of Credit. The obligation of each Lender to make an Advance to any Borrower as part of any Borrowing (including the initial Borrowing) that would increase the aggregate principal amount of Advances outstanding hereunder, and the obligation of each Fronting Bank to issue, amend, extend or renew a Letter of Credit (including the initial Letter of Credit for the account of such 63 753191373 Borrower), in each case, as part of an Extension of Credit, shall be subject to the further conditions precedent that on the date of such Extension of Credit: (i) The following statements shall be true (and each of the giving of the applicable Notice of Borrowing or Letter of Credit Request and the acceptance by such Borrower of the proceeds of such Borrowing or the acceptance of a Letter of Credit by the Beneficiary thereof, 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): (A) The representations and warranties of such Borrower contained in Section 4.01 with respect to any Extension of Credit following the initial Extension of Credit are true and correct 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 as of such specific date); (B) No event has occurred and is continuing, or would result from such Extension of Credit or from the application of the proceeds therefrom, that constitutes an Event of Default or an Unmatured Default with respect to such Borrower; (C) Immediately following such Extension of Credit, (1) the aggregate amount of Outstanding Credits shall not exceed the aggregate amount of the Commitments then in effect, (2) the Outstanding Credits of any Lender shall not exceed the amount of such Lender’s Commitment, (3) the aggregate principal amount of Advances outstanding for such Borrower shall not exceed the amounts authorized under such Borrower’s Approval,, (4) the Outstanding Credits for the account of any Borrower shall not exceed the Borrower Sublimit for such Borrower and (5) if such Extension of Credit relates to a Letter of Credit, the Stated Amount thereof, when aggregated with (x) the Stated Amount of each other Letter of Credit that is outstanding or with respect to which a Letter of Credit Request has been received and (y) the outstanding Reimbursement Obligations, shall not exceed the L/C Commitment Amount; and (D) No event has occurred and is continuing, or would result from such Extension of Credit or from the application of the proceeds therefrom, that constitutes a Specified Event. (ii) Such Borrower shall have delivered to the Administrative Agent a duly executed Notice of Borrowing. (iii) Such Borrower shall have delivered to the Administrative Agent copies of such other approvals and documents as the Administrative Agent, any Fronting Bank or any other Lender (through the Administrative Agent) may reasonably request. 753191373

Conditions Precedent to Each Extension of Credit. 63 753191220 The obligation of each Lender to make an Advance to any Borrower as part of any Borrowing (including the initial Borrowing) that would increase the aggregate principal amount of Advances outstanding hereunder, and the obligation of each Fronting Bank to issue, amend, extend or renew a Letter of Credit (including the initial Letter of Credit for the account of such Borrower), in each case, as part of an Extension of Credit, shall be subject to the further conditions precedent that on the date of such Extension of Credit: (i) The following statements shall be true (and each of the giving of the applicable Notice of Borrowing or Letter of Credit Request and the acceptance by such Borrower of the proceeds of such Borrowing or the acceptance of a Letter of Credit by the Beneficiary thereof, 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): (A) The representations and warranties of such Borrower contained in Section 4.01 with respect to any Extension of Credit following the initial Extension of Credit are true and correct 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 as of such specific date); (B) No event has occurred and is continuing, or would result from such Extension of Credit or from the application of the proceeds therefrom, that constitutes an Event of Default or an Unmatured Default with respect to such Borrower; (C) Immediately following such Extension of Credit, (1) the aggregate amount of Outstanding Credits shall not exceed the aggregate amount of the Commitments then in effect, (2) the Outstanding Credits of any Lender shall not exceed the amount of such Lender’s Commitment, (3) the aggregate principal amount of Advances outstanding for such Borrower shall not exceed the amounts authorized under such Borrower’s Approval,, (4) the Outstanding Credits for the account of any Borrower shall not exceed the Borrower Sublimit for such Borrower and (5) if such Extension of Credit relates to a Letter of Credit, the Stated Amount thereof, when aggregated with (x) the Stated Amount of each other Letter of Credit that is outstanding or with respect to which a Letter of Credit Request has been received and (y) the outstanding Reimbursement Obligations, shall not exceed the L/C Commitment Amount; and (D) No event has occurred and is continuing, or would result from such Extension of Credit or from the application of the proceeds therefrom, that constitutes a Specified Event. (ii) Such Borrower shall have delivered to the Administrative Agent a duly executed Notice of Borrowing. 64 753191220 (iii) Such Borrower shall have delivered to the Administrative Agent copies of such other approvals and documents as the Administrative Agent, any Fronting Bank or any other Lender (through the Administrative Agent) may reasonably request.

Conditions Precedent to Each Extension of Credit. The obligation of each Lender to make an Advance to any the Borrower as part of any Borrowing (including the initial Borrowing) that would increase the aggregate principal amount of Advances outstanding hereunder, and the obligation of each Fronting Bank to issue, amend, extend or renew a Letter of Credit (including the initial Letter of Credit for the account of such the Borrower), in each case, as part of an Extension of Credit, shall be subject to the further conditions precedent that on the date of such Extension of Credit: (i) The following statements shall be true (and each of the giving of the applicable Notice of Borrowing or Letter of Credit Request and the acceptance by such the Borrower of the proceeds of such Borrowing or the acceptance of a Letter of Credit by the Beneficiary thereof, as the case may be, shall constitute a representation and warranty by such the Borrower that on the date of such Extension of Credit such statements are true): (A) The representations and warranties of such the Borrower contained in Section 4.01 with respect to any Extension of Credit following the initial Extension of Credit are true and correct 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 as of such specific date); (B) No event has occurred and is continuing, or would result from such Extension of Credit or from the application of the proceeds therefrom, that constitutes an Event of Default or an Unmatured Default with respect to such the Borrower; (C) Immediately following such Extension of Credit, (1) the aggregate amount of Outstanding Credits shall not exceed the aggregate amount of the Commitments then in effect, (2) the Outstanding Credits of any Lender shall not exceed the amount of such Lender’s Commitment, Commitment and (3) if such Extension of Credit relates to a Letter of Credit, the aggregate principal amount Stated Amount thereof, when aggregated with (x) the Stated Amount of Advances each other Letter of Credit that is outstanding for such Borrower or with respect to which a Letter of Credit Request has been received and (y) the outstanding Reimbursement Obligations, shall not exceed the amounts authorized under L/C Commitment Amount; and (D) No event has occurred and is continuing, or would result from such Borrower’s Approval,Extension of Credit or from the application of the proceeds therefrom, that constitutes a Specified Event. (ii) The Borrower shall have delivered to the Administrative Agent a duly executed Notice of Borrowing. (iii) The Borrower shall have delivered to the Administrative Agent copies of such other approvals and documents as the Administrative Agent, any Fronting Bank or any other Lender (through the Administrative Agent) may reasonably request.

Conditions Precedent to Each Extension of Credit. The obligation of each Lender to make an Advance to any Borrower as part of any Borrowing (including the initial Borrowing) that would increase the aggregate principal amount of Advances outstanding hereunder, and the obligation of each Fronting Bank to issue, amend, extend or renew a Letter Extension of Credit (including the initial Letter of Credit for the account of such Borrower), in each case, as part of an Extension of Credit, on any date shall be subject to the further conditions precedent that the Third Amendment Effective Date shall have occurred and on the date of such Extension of Credit: (i) The 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 Request Credit, as the case may be, and the acceptance by such the applicable Borrower of the proceeds of such Borrowing or the acceptance issuance of a such Letter of Credit by the Beneficiary thereofCredit, as the case may beapplicable, shall constitute a representation and warranty by such the applicable Borrower that on the date of such Extension Borrowing or Letter of Credit issuance such statements are true): (Ai) The the representations and warranties of such Borrower contained made by each Loan Party in Section 4.01 with respect or pursuant to any Extension of Credit following the initial Extension of Credit Loan Documents are true and correct 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 date, except to the extent that (other than, as to any A) such representation representations or warranty that warranties are qualified by its terms refers to a specific date other than the date of such Extension of Creditmateriality standard, in which case, such representation and warranty 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 specific earlier date), and (C) such representations relate to Section 5.01(f), in which case the representation shall be limited to clause (c) of the definition of “Material Adverse Effect”; (Bii) No no event has occurred and is continuing, 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 or an Unmatured Default with respect to such Borrower;Default; and (Ciii) Immediately following after giving effect to such Extension of Credit, (1A) the aggregate amount Total Extensions of Outstanding Credits shall Credit (other than FILO Extensions of Credit) will not exceed the aggregate amount Line Cap, and (B) no Collateral Coverage Event (as defined in the Indenture for the Existing Second Lien Notes) shall result therefrom. The conditions set forth in this Section 4.02 are for the sole benefit of the Commitments then Credit Parties but until the Required Lenders otherwise direct the Agent to cease making Extensions of Credit, the Revolving Lenders will fund their Revolving Commitment Percentage of all Advances and participate in effectall Swingline Advances and Letters of Credit whenever made or issued, (2) which are requested by a Borrower and which, notwithstanding the Outstanding Credits failure of the Loan Parties to comply with the provisions of this Article IV, are agreed to by the Agent acting in the interests of the Credit Parties, provided, however, the making of any Lender such Extensions of Credit shall not exceed be deemed a modification or waiver by any Credit Party of the amount provisions of this Article IV on any future occasion or a waiver of any rights or the Credit Parties as a result of any such Lender’s Commitment, (3) the aggregate principal amount of Advances outstanding for such Borrower shall not exceed the amounts authorized under such Borrower’s Approval,failure to comply.

Conditions Precedent to Each Extension of Credit. The obligation of each Lender to make an Advance to any Borrower as part of any Borrowing (including the initial Borrowing) that would increase the aggregate principal amount of Advances outstanding hereunder, and the obligation of each Fronting Bank to issue, amend, extend or renew a Letter of Credit (including the initial Letter of Credit for the account of such 63 753190870 Borrower), in each case, as part of an Extension of Credit, shall be subject to the further conditions precedent that on the date of such Extension of Credit: (i) The following statements shall be true (and each of the giving of the applicable Notice of Borrowing or Letter of Credit Request and the acceptance by such Borrower of the proceeds of such Borrowing or the acceptance of a Letter of Credit by the Beneficiary thereof, 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): (A) The representations and warranties of such Borrower contained in Section 4.01 with respect to any Extension of Credit following the initial Extension of Credit are true and correct 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 as of such specific date); (B) No event has occurred and is continuing, or would result from such Extension of Credit or from the application of the proceeds therefrom, that constitutes an Event of Default or an Unmatured Default with respect to such Borrower; (C) Immediately following such Extension of Credit, (1) the aggregate amount of Outstanding Credits shall not exceed the aggregate amount of the Commitments then in effect, (2) the Outstanding Credits of any Lender shall not exceed the amount of such Lender’s Commitment, (3) the aggregate principal amount of Advances outstanding for such Borrower shall not exceed the amounts authorized under such Borrower’s Approval,, (4) the Outstanding Credits for the account of any Borrower shall not exceed the Borrower Sublimit for such Borrower and (5) if such Extension of Credit relates to a Letter of Credit, the Stated Amount thereof, when aggregated with (x) the Stated Amount of each other Letter of Credit that is outstanding or with respect to which a Letter of Credit Request has been received and (y) the outstanding Reimbursement Obligations, shall not exceed the L/C Commitment Amount; and (D) No event has occurred and is continuing, or would result from such Extension of Credit or from the application of the proceeds therefrom, that constitutes a Specified Event. (ii) Such Borrower shall have delivered to the Administrative Agent a duly executed Notice of Borrowing. (iii) Such Borrower shall have delivered to the Administrative Agent copies of such other approvals and documents as the Administrative Agent, any Fronting Bank or any other Lender (through the Administrative Agent) may reasonably request. 753190870

Conditions Precedent to Each Extension of Credit. The obligation of (i) each Lender to make an Advance to any Borrower as part on the occasion of any each Borrowing (including the initial Borrowing) that would increase cause the aggregate principal amount of Advances outstanding hereunder, hereunder to increase and (ii) the obligation of each Fronting LC Issuing Bank to issue, amendextend the expiry date or increase the amount of, extend or renew a any Letter of Credit (including the initial Letter of Credit for the account of such Borrower), in each case, as part of an Extension of Credit, shall be subject to the further conditions precedent that that, on the date of such Extension of Credit: (ia) The the following statements shall be true and correct (and each of the giving of the applicable Notice of Borrowing, Notice of Swingline Borrowing or Letter of Credit Request for Issuance, as the case may be, and the acceptance by such the Borrower of the proceeds of such Borrowing or the acceptance issuance, extension or increase of a such Letter of Credit by the Beneficiary thereofCredit, 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): (Ai) The the representations and warranties of such Borrower contained in Section 4.01 with respect to any Extension of Credit following 4.1 (other than the initial Extension of Credit representation and warranty set forth in Section 4.1(e)) are true and correct in all material respects, or if such representation is qualified as to materiality, true and correct 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 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 (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 as of such specific date); (Bii) No no event has occurred and is continuing, 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 an Event of Default or an Unmatured Default with respect to such Borrower;Default; and (Ciii) Immediately following after giving effect to such Extension of Credit, (1) the aggregate amount of Borrower’s Outstanding Credits shall will not exceed its borrowing authority as allowed by applicable governmental authorities. (b) prior to any Extension of Credit that would result in the aggregate amount of the Commitments then in effect, (2) the Outstanding Credits of any Lender shall not exceed the amount of such Lender’s Commitment, (3) the aggregate outstanding principal amount of Advances outstanding for short-term Debt of the Borrower to exceed $750,000,000, the Borrower, shall have obtained an appropriate Governmental Approval and shall have delivered copies of same, with appropriate certifications and, if requested by the Agent, an opinion letter, regarding such Borrower Governmental Approval to the Agent; and (c) the Agent shall not exceed have received such other approvals, opinions, or documents as the amounts authorized under Agent, or the Majority Lenders through the Agent, may reasonably request, and such Borrower’s Approval,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 to make an Advance to any Borrower as part of any Borrowing (including the initial Borrowing) that would increase the aggregate principal amount of Advances outstanding hereunder, and the obligation of each Fronting Bank to issue, amend, extend or renew a Letter of Credit (including the initial Letter of Credit for the account of such Borrower), in each case, as part of an Extension of Credit, shall be subject to the further conditions precedent that on the date of such Extension of Credit: (i) The following statements shall be true (and each of the giving of the applicable Notice of Pro-Rata Borrowing, Notice of Swing Line Borrowing or Letter of Credit Request and the acceptance by such Borrower of the proceeds of such Borrowing or the acceptance of a Letter of Credit by the Beneficiary thereof, 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): (A) The representations and warranties of such Borrower contained in Section 4.01 (other than subsections (f) and (g) thereof with respect to any Extension of Credit following the initial Extension of Credit Credit) hereof are true and correct 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 as of such specific date); (B) No event has occurred and is continuing, or would result from such Extension of Credit or from the application of the proceeds therefrom, that constitutes an Event of Default with respect to such Borrower (and if FE has executed and delivered a Guaranty with respect to the obligations of such Borrower hereunder, with respect to FE) or would constitute an Unmatured Event of Default with respect to such Borrower;Borrower (and if FE has executed and delivered a Guaranty with respect to the obligations of such Borrower hereunder, with respect to FE) but for the requirement that notice be given or time elapse or both; and (C) Immediately following such Extension of Credit, (1) the aggregate amount of Outstanding Credits shall not exceed the aggregate amount of the Commitments then in effect, (2) the Outstanding Credits of any Lender shall not exceed the amount of such Lender’s Commitment, (3) the aggregate principal amount of Advances outstanding for such Borrower shall not exceed the amounts authorized under such Borrower’s Approval or Supplemental Approval,, as the case may be, (4) the Outstanding Credits for the account of any Borrower shall not exceed the Borrower Sublimit for such Borrower, (5) the aggregate principal amount of the Swing Line Advances outstanding shall not exceed the Swing Line Sublimit, and (6) if such Extension of Credit is the issuance of a Letter of Credit, the Stated Amount thereof, when aggregated with (x) the Stated Amount of each other Letter of Credit that is outstanding or with respect to which a Letter of Credit Request has been received and (y) the outstanding Reimbursement Obligations, shall not exceed the L/C Commitment Amount; (ii) In the case of an Extension of Credit with respect to ATSI or FES without delivery of a Guaranty executed by FE with respect to such Borrower, the financial statements described in Section 5.01(g)(ii) and (iii) shall be currently available for such Borrower, and such Borrower shall have delivered copies of such financial statements to the Administrative Agent; and (iii) Such Borrower shall have delivered to the Administrative Agent copies of such other approvals and documents as the Administrative Agent, any Fronting Bank, any Swing Line Lender or any other Lender (through the Administrative Agent) may reasonably request.

Conditions Precedent to Each Extension of Credit. The obligation of each Lender to make an Advance to any Borrower as part of any Borrowing (including the initial Borrowing) that would increase the aggregate principal amount of Advances outstanding hereunder, and the obligation of each Fronting Bank to issue, amend, extend or renew a Letter Extension of Credit (including the initial Letter of Credit for the account of such Borrower), in each case, as part of an Extension of Credit, on any date shall be subject to the further conditions precedent that the Effective Date shall have occurred and on the date of such Extension of Credit: (i) The 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 Request Credit, as the case may be, and the acceptance by such the applicable Borrower of the proceeds of such Borrowing or the acceptance issuance of a such Letter of Credit by the Beneficiary thereofCredit, as the case may beapplicable, shall constitute a representation and warranty by such the applicable Borrower that on the date of such Extension Borrowing or Letter of Credit issuance such statements are true): (Ai) The the representations and warranties of such Borrower contained made by each Loan Party in Section 4.01 with respect or pursuant to any Extension of Credit following the initial Extension of Credit Loan Documents are true and correct 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 date, except to the extent that (other than, as to any A) such representation representations or warranty that warranties are qualified by its terms refers to a specific date other than the date of such Extension of Creditmateriality standard, in which case, such representation and warranty 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 specific earlier date), and (C) such representations relate to Section 5.01(f), in which case the representation shall be limited to clause (c) of the definition of “Material Adverse Effect”; (Bii) No no event has occurred and is continuing, 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 or an Unmatured Default with respect to such Borrower;Default; and (Ciii) Immediately following after giving effect to such Extension of Credit, (1A) the aggregate amount Total Extensions of Outstanding Credits shall Credit will not exceed the aggregate amount of the Commitments then in effectLine Cap, (2B) the Outstanding Credits Total Extensions of Credit plus the outstanding principal balance of any Lender shall Pari Passu Notes will not exceed the amount Borrowing Base, and (C) no Collateral Coverage Event (as defined in the Indenture for the Existing Second Lien Notes) shall result therefrom. The conditions set forth in this Section 4.02 are for the sole benefit of the Credit Parties but until the Required Lenders otherwise direct the Agent to cease making Extensions of Credit, the Lenders will fund their Commitment Percentage of all Advances and participate in all Swingline Advances and Letters of Credit whenever made or issued, which are requested by a Borrower and which, notwithstanding the failure of the Loan Parties to comply with the provisions of this Article IV, are agreed to by the Agent acting in the interests of the Credit Parties, provided, however, the making of any such Lender’s Commitment, (3) the aggregate principal amount Extensions of Advances outstanding for such Borrower Credit shall not exceed be deemed a modification or waiver by any Credit Party of the amounts authorized under provisions of this Article IV on any future occasion or a waiver of any rights or the Credit Parties as a result of any such Borrower’s Approval,failure to comply.

Conditions Precedent to Each Extension of Credit. The obligation of each Lender to make an Advance to any Borrower as part of any Borrowing (including the initial Borrowing) that would increase the aggregate principal amount of Advances outstanding hereunder, and the obligation of each Fronting Bank to issue, amend, extend or renew a Letter of Credit (including the initial Letter of Credit for the account of such Borrower), in each case, as part of an Extension of Credit, shall be subject to the further conditions precedent that on the date of such Extension of Credit: (i) The following statements shall be true (and each of the giving of the applicable Notice of Borrowing or Letter of Credit Request and the acceptance by such Borrower of the proceeds of such Borrowing or the acceptance of a Letter of Credit by the Beneficiary thereof, 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): (A) The representations and warranties of such Borrower contained in Section 4.01 with respect to any Extension of Credit following the initial Extension of Credit are true and correct 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 as of such specific date); (B) No event has occurred and is continuing, or would result from such Extension of Credit or from the application of the proceeds therefrom, that constitutes an Event of Default or an Unmatured Default with respect to such Borrower; (C) Immediately following such Extension of Credit, (1) the aggregate amount of Outstanding Credits shall not exceed the aggregate amount of the Commitments then in effect, (2) the Outstanding Credits of any Lender shall not exceed the amount of such Lender’s Commitment, (3) the aggregate principal amount of Advances outstanding for such Borrower shall not exceed the amounts authorized under such Borrower’s Approval,, (4) the Outstanding Credits for the account of any Borrower shall not exceed the Borrower Sublimit for such Borrower and (5) if such

Conditions Precedent to Each Extension of Credit. The obligation of each Lender to make an Advance to any the Borrower as part of any Borrowing (including the initial Borrowing) that would increase the aggregate principal amount of Advances outstanding hereunder, and the obligation of each Fronting Bank to issue, amend, extend or renew a Letter of Credit (including the initial Letter of Credit for the account of such the Borrower), in each case, as part of an Extension of Credit, shall be subject to the further conditions precedent that on the date of such Extension of Credit: (i) The following statements shall be true (and each of the giving of the applicable Notice of Borrowing or Letter of Credit Request and the acceptance by such the Borrower of the proceeds of such Borrowing or the acceptance of a Letter of Credit by the Beneficiary thereof, as the case may be, shall constitute a representation and warranty by such the Borrower that on the date of such Extension of Credit such statements are true): (A) The representations and warranties of such the Borrower contained in Section 4.01 with respect to any Extension of Credit following the initial Extension of Credit are true and correct 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 as of such specific date); (B) No event has occurred and is continuing, or would result from such Extension of Credit or from the application of the proceeds 66 therefrom, that constitutes an Event of Default or an Unmatured Default with respect to such the Borrower; (C) Immediately following such Extension of Credit, (1) the aggregate amount of Outstanding Credits shall not exceed the aggregate amount of the Commitments then in effect, (2) the Outstanding Credits of any Lender shall not exceed the amount of such Lender’s Commitment, (3) the aggregate principal amount of Advances outstanding for such Borrower shall not exceed the amounts authorized under such the Borrower’s Approval,Approval and (4) if such Extension of Credit relates to a Letter of Credit, the Stated Amount thereof, when aggregated with (x) the Stated Amount of each other Letter of Credit that is outstanding or with respect to which a Letter of Credit Request has been received and (y) the outstanding Reimbursement Obligations, shall not exceed the L/C Commitment Amount; and (D) No event has occurred and is continuing, or would result from such Extension of Credit or from the application of the proceeds therefrom, that constitutes a Specified Event. (ii) The Borrower shall have delivered to the Administrative Agent a duly executed Notice of Borrowing. (iii) The Borrower shall have delivered to the Administrative Agent copies of such other approvals and documents as the Administrative Agent, any Fronting Bank or any other Lender (through the Administrative Agent) may reasonably request.

Conditions Precedent to Each Extension of Credit. The obligation of each Lender to make an Advance to any Borrower as part of any Borrowing (including on the initial Borrowing) that would increase the aggregate principal amount of Advances outstanding hereunder, and the obligation occasion of each Fronting Borrowing and of each LC Issuing Bank to issue, amend, extend or renew a Letter of Credit (including the initial Letter of Credit for the account of such Borrower)Credit, in each case, as part of an Extension of Credit, Credit shall be subject to the further conditions precedent that on the date of such Extension of Credit: (i) 1. 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. 2. The following statements shall be true (and each of the giving of the applicable Notice of Borrowing or Letter of Credit Request for Issuance and the acceptance by such the Borrower of the any proceeds of such a Borrowing or the acceptance issuance of a such Letter of Credit by the Beneficiary thereof, as the case may be, shall constitute a representation and warranty by such the Borrower that on the date of such Extension of Credit such statements are true): (Ai) The representations and warranties of such Borrower contained in Section 4.01 with respect to any Extension (excluding those contained in the last sentence of Credit following the initial Extension of Credit subsection (e) and in subsections (f) and (n) thereof) are true and correct 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 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 (other thanii), 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 as of such specific date);applicable; and (Bii) No event has occurred and is continuing, 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 an Event of Default or would constitute an Unmatured Event of Default with respect notice or lapse of time or both. 3. The Administrative Agent shall have received such other certifications, opinions, financial or other information, approvals and documents as the Administrative Agent, any LC Issuing Bank or any Lender may reasonably request through the Administrative Agent. 4. Each Letter of Credit shall be in form and substance acceptable to the LC Issuing Bank issuing such Borrower; (C) Immediately following such Extension Letter of Credit, (1) the aggregate amount of Outstanding Credits shall not exceed the aggregate amount of the Commitments then in effect, (2) the Outstanding Credits of any Lender shall not exceed the amount of such Lender’s Commitment, (3) the aggregate principal amount of Advances outstanding for such Borrower shall not exceed the amounts authorized under such Borrower’s Approval,.

Conditions Precedent to Each Extension of Credit. The obligation of each Lender the Lenders to make an Advance to any Borrower as part extend credit by way of any Borrowing (including the initial Borrowing) that would increase the aggregate principal amount of Advances outstanding hereunder, and the obligation of each Fronting Bank to issue, amend, extend or renew a Letter of Credit (including the initial Letter of Credit for the account of such Borrower), in each case, as part of an Extension of Credit, shall be drawdown under either Tranche is subject to fulfillment of the further following conditions precedent that on the date of such Extension of Creditcredit is extended: (a) the Cost to Complete Certificate most recently delivered by the Borrower pursuant to Section 10.1(a)(ix) was delivered to the Administrative Agent no more than 10 Banking Days prior to the date of the requested extension of credit under the Credit Facility and the Borrower shall have provided the Administrative Agent and the Technical Agent with (i) The following statements shall be true (a list of any unpaid invoices for goods and each services incurred and received by the Borrower for the development of the giving Project, (ii) evidence that there is no Project Cost Overrun at such time, (iii) evidence that the Borrower has sufficient Project Sources at such time to achieve Completion by the Project Longstop Date inclusive of sufficient provisions for Project Cost Overruns as determined by the Lenders and the Independent Technical Consultant acting reasonably, and (iv) the intended use of proceeds of the applicable Notice extension of Borrowing or Letter credit, together with a certificate of Credit Request and the acceptance by such Borrower an officer of the proceeds Borrower certifying that the foregoing is accurate in all material respects material respects; (b) no Material Adverse Change shall have occurred since the Financial Closing Date; (c) all then required Derivatives Transactions in accordance with the Risk Management Program have been executed; (d) the corresponding Obligors shall have duly executed and delivered to the Administrative Agent, the Note(s) evidencing the corresponding Loan; (e) the Borrower shall have complied with the requirements of such Borrowing ARTICLE 4 or the acceptance of a Letter of Credit by the Beneficiary thereofARTICLE 5, as the case may be, shall constitute in respect of the relevant credit; (f) no Default or Event of Default has occurred and is continuing or would arise immediately after giving effect to or as a representation and warranty by such Borrower that on the date result of such Extension extension of Credit such statements are true):credit; (Ag) The the representations and warranties of such Borrower the Obligors contained in Section 4.01 with respect to any Extension of Credit following the initial Extension of Credit are 9.1 shall be true and correct in all respects on the date such credit is extended as if such representations and warranties were made on such date (except where such representations or warranty is stated to be made as of a particular date); (h) the date on which the credit is required to be extended is within the Availability Period; (i) the Administrative Agent has received, in form and substance satisfactory to the Administrative Agent and Technical Agent, (i) certified copies of any Additional Material Project Documents entered into after the Financial Closing Date, and (ii) evidence that any existing Material Project Documents remain valid and effective, in each case, together will all necessary Direct Agreements required in connection therewith by the Administrative Agent and the Technical Agent, acting reasonably; (j) there shall not exist, at the time of such extension of credit, a Project Cost Overrun; (k) no Change of Control shall have occurred since the Financial Closing Date; (l) the Administrative Agent and its counsel shall be satisfied, acting reasonably, that (i) all Project Authorizations necessary for the development, construction, commissioning and operation of the Project as of the date of the requested extension of credit under the Credit Facility and (ii) other Authorizations necessary for the consummation of the financing and security contemplated hereby have been obtained; (m) the Administrative Agent and the Environmental and Social Agent shall have received a completeness status, confirmed by the Independent Environmental and Social Consultant, for the actions referenced in the ESAP (if any) that were to have been completed prior to the date of such Extension extension of Creditcredit; (n) the Administrative Agent has received, before in form and substance satisfactory to the Administrative Agent, an updated Mine Plan and Base Case Financial Model demonstrating pro-forma compliance with the financial ratios set out in Section 11.1(b)(xi) following the extension of credit; and (o) the Administrative Agent shall be satisfied that 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 as of such specific date); (B) No event has occurred and is continuing, or would result from such Extension of Credit or from the application of the proceeds therefrom, that constitutes an Event of Default or an Unmatured Default with respect to such Borrower; (C) Immediately following such Extension of Creditrequested Loan, (1) the aggregate amount of Outstanding Credits shall not exceed the aggregate amount of the Commitments then in effect, (2) the Outstanding Credits of any Lender shall not exceed the amount of such Lender’s Commitment, (3a) the aggregate principal amount of Advances credit outstanding for such Borrower shall under Tranche One would not exceed the amounts authorized Tranche One Limit, (b) the aggregate principal amount of credit outstanding under such Borrower’s Approval,Tranche Two would not exceed the Tranche Two Limit, or (c) the aggregate principal amount of credit outstanding under the Credit Facility would not exceed the Total Commitment Amount.

Conditions Precedent to Each Extension of Credit. The obligation of each Lender to make an Advance to any Borrower as part of any Borrowing (including the initial Borrowing) that would increase the aggregate principal amount of Advances outstanding hereunder, and the obligation of each Fronting Bank to issue, amend, extend or renew a Letter Extension of Credit (including the initial Letter of Credit for the account of such Borrower), in each case, as part of an Extension of Credit, on any date shall be subject to the further conditions precedent that on that, with respect to Term Loans, the date effectiveness of such Extension of Credit: (i) The following statements shall be true (and each of the giving of the applicable Notice of Borrowing or Letter this Agreement and, with respect to Line of Credit Request and Loans, the acceptance by such Borrower of the proceeds of such Borrowing or the acceptance of a Letter of Credit by the Beneficiary thereof, as the case may beFirst Amendment Effective Date, shall constitute a representation have occurred and warranty by such Borrower that on the date of such Extension of Credit the following statements shall be true (and (i) in the case of Term Loans, each of the giving of the applicable Noticenotice of Borrowingborrowing and the acceptance by the applicable Borrower of the proceeds of such Borrowing shalland (ii) in the case of Line of Credit Loans, each of the delivering of the applicable Line of Credit Loan Proposal and the acceptance by the applicable Borrower of the proceeds of such Line of Credit Loan, shall in each case constitute a representation and warranty by the applicable Borrower that on the date of such Borrowing or Line of Credit Loan, as applicable, such statements are true): (Ai) The the representations and warranties of such Borrower contained made by each Loan Party in Section 4.01 with respect or pursuant to any Extension of Credit following the initial Extension of Credit Loan Documents are true and correct 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 date, except to the extent that (other than, as to any A) such representation representations or warranty that warranties are qualified by its terms refers to a specific date other than the date of such Extension of Creditmateriality standard, in which case, such representation and warranty 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 specific earlier date), and (C) such representations relate to Section 5.01(f), in which case the representation shall be limited to clause (c) of the definition of “Material Adverse Effect”; (Bii) No no event has occurred and is continuing, 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 or an Unmatured Default with respect to such Borrower;Default; and (Ciii) Immediately following after giving effect to such Extension of Credit, (1A) the aggregate amount sum of Outstanding Credits shall the Total Extensions of Credit will not exceed the aggregate amount Borrowing Base, and (B) no Collateral Coverage Event (as defined in the Indenture for the Existing Second Lien Notes) shall result therefrom. The conditions set forth in this Section 4.02 are for the sole benefit of the Commitments then in effect, (2) the Outstanding Credits of any Lender shall not exceed the amount of such Lender’s Commitment, (3) the aggregate principal amount of Advances outstanding for such Borrower shall not exceed the amounts authorized under such Borrower’s Approval,Credit Parties.

Conditions Precedent to Each Extension of Credit. The obligation of each Lender to make an Advance to any the Borrower as part of any Borrowing (including the initial Borrowing) that would increase the aggregate principal amount of Advances outstanding hereunder, and the obligation of each Fronting Bank to issue, amend, extend or renew a Letter of Credit (including the initial Letter of Credit for the account of such the Borrower), in each case, as part of an Extension of Credit, shall be subject to the further conditions precedent that on the date of such Extension of Credit: (i) The following statements shall be true (and each of the giving of the applicable Notice of Borrowing or Letter of Credit Request and the acceptance by such the Borrower of the proceeds of such Borrowing or the acceptance of a Letter of Credit by the Beneficiary thereof, as the case may be, shall constitute a representation and warranty by such the Borrower that on the date of such Extension of Credit such statements are true): (A) The representations and warranties of such the Borrower contained in Section 4.01 with respect to any Extension of Credit following the initial Extension of Credit are true and correct 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 as of such specific date); (B) No event has occurred and is continuing, or would result from such Extension of Credit or from the application of the proceeds therefrom, that constitutes an Event of Default or an Unmatured Default with respect to such the Borrower; (C) Immediately following such Extension of Credit, (1) the aggregate amount of Outstanding Credits shall not exceed the aggregate amount of the Commitments then in effect, (2) the Outstanding Credits of any Lender shall not exceed the amount of such Lender’s Commitment, Commitment and (3) if such Extension of Credit relates to a Letter of Credit, the aggregate principal amount Stated Amount thereof, when aggregated with (x) the Stated Amount of Advances each other Letter of Credit that is outstanding for such Borrower or with respect to which a Letter of Credit Request has been received and (y) the outstanding Reimbursement Obligations, shall not exceed the amounts authorized under L/C Commitment Amount; and 66 (D) No event has occurred and is continuing, or would result from such Borrower’s Approval,Extension of Credit or from the application of the proceeds therefrom, that constitutes a Specified Event. (ii) The Borrower shall have delivered to the Administrative Agent a duly executed Notice of Borrowing. (iii) The Borrower shall have delivered to the Administrative Agent copies of such other approvals and documents as the Administrative Agent, any Fronting Bank or any other Lender (through the Administrative Agent) may reasonably request.

Conditions Precedent to Each Extension of Credit. The obligation of each Lender to make an Advance to any Borrower as part of any Borrowing (including the initial Borrowing) that would increase the aggregate principal amount of Advances outstanding hereunder, and the obligation of each Fronting Bank to issue, amend, extend or renew a Letter Extension of Credit (including the initial Letter of Credit for the account of such Borrower), in each case, as part of an Extension of Credit, on any date shall be subject to the further conditions precedent that the effectiveness of this Agreement shall have occurred and on the date of such Extension of Credit: (i) The Credit the following statements shall be true (and each of the giving of the applicable Notice of Borrowing or Letter of Credit Request and the acceptance by such the applicable Borrower of the proceeds of such Borrowing or the acceptance of a Letter of Credit by the Beneficiary thereof, as the case may be, shall constitute a representation and warranty by such the applicable Borrower that on the date of such Extension of Credit Borrowing such statements are true): (Ai) The the representations and warranties of such Borrower contained made by each Loan Party in Section 4.01 with respect or pursuant to any Extension of Credit following the initial Extension of Credit Loan Documents are true and correct 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 date, except to the extent that (other than, as to any A) such representation representations or warranty that warranties are qualified by its terms refers to a specific date other than the date of such Extension of Creditmateriality standard, in which case, such representation and warranty 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 specific earlier date), and (C) such representations relate to Section 5.01(f), in which case the representation shall be limited to clause (c) of the definition of “Material Adverse Effect”; (Bii) No no event has occurred and is continuing, 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 or an Unmatured Default with respect to such Borrower;Default; and (Ciii) Immediately following after giving effect to such Extension of Credit, (1A) the aggregate amount sum of Outstanding Credits shall the Total Extensions of Credit will not exceed the aggregate amount Borrowing Base, and (B) no Collateral Coverage Event (as defined in the Indenture for the Existing Second Lien Notes) shall result therefrom. The conditions set forth in this Section 4.02 are for the sole benefit of the Commitments then in effect, (2) the Outstanding Credits of any Lender shall not exceed the amount of such Lender’s Commitment, (3) the aggregate principal amount of Advances outstanding for such Borrower shall not exceed the amounts authorized under such Borrower’s Approval,Credit Parties.

Conditions Precedent to Each Extension of Credit. The obligation of each Lender to make an Advance to any Borrower as part of any Borrowing (including the initial Borrowing) that would increase the aggregate principal amount of Advances outstanding hereunder, and the obligation of each Fronting Bank to issue, amend, extend or renew a Letter of Credit (including the initial Letter of Credit for the account of such Borrower), in each case, as part of an Extension of Credit, shall be subject to the further conditions precedent that on the date of such Extension of Credit: (i) The following statements shall be true (and each of the giving of the applicable Notice of Borrowing or Letter of Credit Request and the acceptance by such Borrower of the proceeds of such Borrowing or the acceptance of a Letter of Credit by the Beneficiary thereof, 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): (A) The representations and warranties of such Borrower contained in Section 4.01 with respect to any Extension of Credit following the initial Extension of Credit are true and correct 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 as of such specific date); (B) No event has occurred and is continuing, or would result from such Extension of Credit or from the application of the proceeds therefrom, that constitutes an Event of Default or an Unmatured Default with respect to such Borrower;; 744162621 (C) Immediately following such Extension of Credit, (1) the aggregate amount of Outstanding Credits shall not exceed the aggregate amount of the Commitments then in effect, (2) the Outstanding Credits of any Lender shall not exceed the amount of such Lender’s Commitment, (3) the aggregate principal amount of Advances outstanding for such Borrower shall not exceed the amounts authorized under such Borrower’s Approval,, (4) the Outstanding Credits for the account of any Borrower shall not exceed the Borrower Sublimit for such Borrower and (5) if such Extension of Credit relates to a Letter of Credit, the Stated Amount thereof, when aggregated with (x) the Stated Amount of each other Letter of Credit that is outstanding or with respect to which a Letter of Credit Request has been received and (y) the outstanding Reimbursement Obligations, shall not exceed the L/C Commitment Amount; and (D) No event has occurred and is continuing, or would result from such Extension of Credit or from the application of the proceeds therefrom, that constitutes a Specified Event. (ii) Such Borrower shall have delivered to the Administrative Agent a duly executed Notice of Borrowing. (iii) Such Borrower shall have delivered to the Administrative Agent copies of such other approvals and documents as the Administrative Agent, any Fronting Bank or any other Lender (through the Administrative Agent) may reasonably request.

Conditions Precedent to Each Extension of Credit. The obligation of each Lender to make an Advance to any Borrower as part of any Borrowing (including the initial Borrowing) that would increase the aggregate principal amount of Advances outstanding hereunder, and the obligation of each Fronting Bank to issue, amend, extend or renew a Letter of Credit (including the initial Letter of Credit for the account of such Borrower), in each case, as part of an Extension of Credit, shall be subject to the further conditions precedent that on the date of such Extension of Credit: (i) The following statements shall be true (and each of the giving of the applicable Notice of Borrowing or Letter of Credit Request and the acceptance by such Borrower of the proceeds of such Borrowing or the acceptance of a Letter of Credit by the Beneficiary thereof, 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): (A) The representations and warranties of such Borrower contained in Section 4.01 with respect to any Extension of Credit following the initial Extension of Credit are true and correct 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 as of such specific date);; 744222473 (B) No event has occurred and is continuing, or would result from such Extension of Credit or from the application of the proceeds therefrom, that constitutes an Event of Default or an Unmatured Default with respect to such Borrower; (C) Immediately following such Extension of Credit, (1) the aggregate amount of Outstanding Credits shall not exceed the aggregate amount of the Commitments then in effect, (2) the Outstanding Credits of any Lender shall not exceed the amount of such Lender’s Commitment, (3) the aggregate principal amount of Advances outstanding for such Borrower shall not exceed the amounts authorized under such Borrower’s Approval,, (4) the Outstanding Credits for the account of any Borrower shall not exceed the Borrower Sublimit for such Borrower and (5) if such Extension of Credit relates to a Letter of Credit, the Stated Amount thereof, when aggregated with (x) the Stated Amount of each other Letter of Credit that is outstanding or with respect to which a Letter of Credit Request has been received and (y) the outstanding Reimbursement Obligations, shall not exceed the L/C Commitment Amount; and (D) No event has occurred and is continuing, or would result from such Extension of Credit or from the application of the proceeds therefrom, that constitutes a Specified Event. (ii) Such Borrower shall have delivered to the Administrative Agent a duly executed Notice of Borrowing. (iii) Such Borrower shall have delivered to the Administrative Agent copies of such other approvals and documents as the Administrative Agent, any Fronting Bank or any other Lender (through the Administrative Agent) may reasonably request.

Conditions Precedent to Each Extension of Credit. The obligation of each Lender to make an Advance to any Borrower as part of any Borrowing (including the initial Borrowing) that would increase the aggregate principal amount of Advances outstanding hereunder, and the obligation of each Fronting Bank to issue, amend, extend or renew a Letter of Credit (including the initial Letter of Credit for the account of such Borrower), in each case, as part of an Extension of Credit, shall be subject to the further conditions precedent that on the date of such Extension of Credit: (i) The following statements shall be true (and each of the giving of the applicable Notice of Borrowing or Letter of Credit Request and the acceptance by such Borrower of the proceeds of such Borrowing or the acceptance of a Letter of Credit by the Beneficiary thereof, 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): (A) The representations and warranties of such Borrower contained in Section 4.01 with respect to any Extension of Credit following the initial Extension of Credit are true and correct 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 as of such specific date); (B) No event has occurred and is continuing, or would result from such Extension of Credit or from the application of the proceeds therefrom, that constitutes an Event of Default or an Unmatured Default with respect to such Borrower;; 744224750 (C) Immediately following such Extension of Credit, (1) the aggregate amount of Outstanding Credits shall not exceed the aggregate amount of the Commitments then in effect, (2) the Outstanding Credits of any Lender shall not exceed the amount of such Lender’s Commitment, (3) the aggregate principal amount of Advances outstanding for such Borrower shall not exceed the amounts authorized under such Borrower’s Approval,, (4) the Outstanding Credits for the account of any Borrower shall not exceed the Borrower Sublimit for such Borrower and (5) if such Extension of Credit relates to a Letter of Credit, the Stated Amount thereof, when aggregated with (x) the Stated Amount of each other Letter of Credit that is outstanding or with respect to which a Letter of Credit Request has been received and (y) the outstanding Reimbursement Obligations, shall not exceed the L/C Commitment Amount; and (D) No event has occurred and is continuing, or would result from such Extension of Credit or from the application of the proceeds therefrom, that constitutes a Specified Event. (ii) Such Borrower shall have delivered to the Administrative Agent a duly executed Notice of Borrowing. (iii) Such Borrower shall have delivered to the Administrative Agent copies of such other approvals and documents as the Administrative Agent, any Fronting Bank or any other Lender (through the Administrative Agent) may reasonably request.

Conditions Precedent to Each Extension of Credit. The obligation of each Lender to make an Advance to any Borrower as part of any Borrowing (including the initial Borrowing) that would increase the aggregate principal amount of Advances outstanding hereunder, and the obligation of each Fronting Bank to issue, amend, extend or renew a Letter of Credit (including the initial Letter of Credit for the account of such Borrower), in each case, as part of an Extension of Credit, shall be subject to the further conditions precedent that on the date of such Extension of Credit: (i) The following statements shall be true (and each of the giving of the applicable Notice of Borrowing or Letter of Credit Request and the acceptance by such Borrower of the proceeds of such Borrowing or the acceptance of a Letter of Credit by the Beneficiary thereof, 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): (A) The representations and warranties of such Borrower contained in Section 4.01 with respect to any Extension of Credit following the initial Extension of Credit are true and correct 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 as of such specific date); (B) No event has occurred and is continuing, or would result from such Extension of Credit or from the application of the proceeds therefrom, that constitutes an Event of Default or an Unmatured Default with respect to such Borrower; (C) Immediately following such Extension of Credit, (1) the aggregate amount of Outstanding Credits shall not exceed the aggregate amount of the Commitments then in effect, (2) the Outstanding Credits of any Lender shall not exceed the amount of such Lender’s Commitment, (3) the aggregate principal amount of Advances outstanding for such Borrower shall not exceed the amounts authorized under such Borrower’s Approval,and

Conditions Precedent to Each Extension of Credit. The obligation of each Lender to make an Advance to any Borrower as part of any Borrowing (including the initial Borrowing) that would increase the aggregate principal amount of Advances outstanding hereunder, and the obligation of each Fronting Bank to issue, amend, extend or renew a Letter of Credit (including the initial Letter of Credit for the account of such Borrower), in each case, as part of an Extension of Credit, shall be subject to the further conditions precedent that on the date of such Extension of Credit: (i) The following statements shall be true (and each of the giving of the applicable Notice of Borrowing or Letter of Credit Request and the acceptance by such Borrower of the proceeds of such Borrowing or the acceptance of a Letter of Credit by the Beneficiary thereof, 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): (A) The representations and warranties of such Borrower contained in Section 4.01 with respect to any Extension of Credit following the initial Extension of Credit are true and correct 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 as of such specific date); (B) No event has occurred and is continuing, or would result from such Extension of Credit or from the application of the proceeds therefrom, that constitutes an Event of Default or an Unmatured Default with respect to such Borrower; (C) Immediately following such Extension of Credit, (1) the aggregate amount of Outstanding Credits shall not exceed the aggregate amount of the Commitments then in effect, (2) the Outstanding Credits of any Lender shall not exceed the amount of such Lender’s Commitment, and (3) if such Extension of Credit relates to a Letter of Credit, the aggregate principal amount Stated Amount thereof, when aggregated with (x) the Stated Amount of Advances each other Letter of Credit that is outstanding for such Borrower or with respect to which a Letter of Credit Request has been received and (y) the outstanding Reimbursement Obligations, shall not exceed the amounts authorized under L/C Commitment Amount; and (D) In the case of an Extension of Credit to FET, no event has occurred and is continuing, or would result from such Borrower’s Approval,Extension of Credit or from the application of the proceeds therefrom, that constitutes a Specified Event. (ii) Such Borrower shall have delivered to the Administrative Agent a duly executed Notice of Borrowing. (iii) Such Borrower shall have delivered to the Administrative Agent copies of such other approvals and documents as the Administrative Agent, any Fronting Bank or any other Lender (through the Administrative Agent) may reasonably request.

Conditions Precedent to Each Extension of Credit. The obligation of (i) each Lender to make an Advance to any Borrower as part on the occasion of any each Borrowing (including the initial Borrowing) that would increase cause the aggregate principal amount of Advances outstanding hereunder, hereunder to increase and (ii) the obligation of each Fronting LC Issuing Bank to issue, amendextend the expiry date or increase the amount of, extend or renew a any Letter of Credit (including the initial Letter of Credit for the account of such Borrower), in each case, as part of an Extension of Credit, shall be subject to the further conditions precedent that that, on the date of such Extension of Credit: (ia) The the following statements shall be true and correct (and each of the giving of the applicable Notice of Borrowing or Letter of Credit Request for Issuance, as the case may be, and the acceptance by such the Borrower of the proceeds of such Borrowing or the acceptance issuance, extension or increase of a such Letter of Credit by the Beneficiary thereofCredit, 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): (Ai) The the representations and warranties of such Borrower contained in Section 4.01 with respect to any Extension of Credit following 4.1 (other than the initial Extension of Credit representation and warranty set forth in Section 4.1(e)) are true and correct 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 (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 as of such specific date); (Bii) No no event has occurred and is continuing, 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 an Event of Default or an Unmatured Default with respect Default; and (iii) after giving effect to such Credit Extension, the Borrower’s Outstanding Credits will not exceed its borrowing authority as allowed by applicable governmental authorities. (b) the Agent shall have received all documentation and information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act; (Cc) Immediately following such prior to any Extension of Credit, (1) Credit that would result in the aggregate amount of Outstanding Credits shall not exceed the aggregate amount of the Commitments then in effect, (2) the Outstanding Credits of any Lender shall not exceed the amount of such Lender’s Commitment, (3) the aggregate outstanding principal amount of Advances outstanding for short-term Debt of the Borrower to exceed $250 million, the Borrower, shall have obtained an appropriate Governmental Approval and shall have delivered copies of same, with appropriate certifications and, if requested by the Agent, an opinion letter, regarding such Borrower Governmental Approval to the Agent; and (d) the Agent shall not exceed have received such other approvals, opinions, or documents as the amounts authorized under Agent, or the Majority Lenders through the Agent, may reasonably request, and such Borrower’s Approval,approvals, opinions, and documents shall be satisfactory in form and substance to the Agent.