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 a Loan on the occasion of each borrowing (including without limitation the initial borrowing) and the obligation of each Issuing Lender to issue, amend, renew or extend any Letter of Credit shall be subject to the further conditions precedent that on the date of such borrowing (or issuance, amendment, renewal or extension of a Letter of Credit, as applicable) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing or Letter of Credit Application, as the case may be, and the acceptance by the Borrower of the proceeds of such Extension of Credit (or such Letter of Credit, as applicable) shall constitute a representation and warranty by the Borrower that on the date of such Extension of Credit such statements are true): (a) The representations and warranties contained in Article VI (excluding, in the case of any Extension of Credit or issuance or extension of a Letter of Credit, after the initial Extension of Credit, the Excluded Representations) are true and correct in all material respects on and as of the date of such borrowing, issuance or extension, as applicable, before and after giving effect to such borrowing, issuance or extension, as applicable, and to the application of the proceeds therefrom, as though made on and as of such date (unless expressly stated to relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); and (b) No Default or Event of Default has occurred and is continuing, or would result from such borrowing (or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable) or from the application of the proceeds thereof.

Conditions Precedent to Each Extension of Credit. The obligation of each the Lender to make a Loan on an Extension of Credit to the occasion of each borrowing Borrower (including without limitation the initial borrowingExtensions of Credit) and that would increase the obligation aggregate principal amount of each Issuing Lender to issueobligations outstanding hereunder, amend, renew or extend any Letter of Credit shall be subject to the further following conditions precedent that on the date of such borrowing (or issuance, amendment, renewal or extension of a Letter Extension of Credit, as applicable: (i) the The following statements shall be true (and each of the giving of the applicable Notice of Borrowing or Letter of Credit Application, as the case may beBorrowing, and the acceptance by the Borrower of the proceeds of such Extension of Credit (or such Letter of CreditBorrowing, as applicable) shall constitute a representation and warranty by the Borrower that on the date of such Extension of Credit such statements are true): (aA) The representations and warranties of the Borrower contained in Article VI (excluding, in the case of any Extension of Credit or issuance or extension of a Letter of Credit, after the initial Extension of Credit, the Excluded Representations) Section 4.01 hereof are true and correct in all material respects on and as of the date of such borrowing, issuance or extension, as applicableExtension of Credit, before and after giving effect to such borrowing, issuance or extension, as applicable, Extension of Credit and to the application of the proceeds therefrom, as though made on and as of such date (unless expressly stated other than, as to relate any such representation or warranty that by its terms refers to an earlier datea specific date other than the date of such Extension of Credit, in which case case, such representations representation and warranties warranty shall be true and correct in all material respects as of such earlier specific date) (provided that in each case, such materiality qualifier is not applicable to any representations and warranties that are already qualified or modified by materiality in the text thereof); and; (bB) No Default or Event of Default event has occurred and is continuing, or would result from such borrowing (or the issuance, amendment, renewal or extension Extension of such Letter of Credit, as applicable) Credit or from the application of the proceeds thereoftherefrom, that constitutes an Event of Default or an Unmatured Default with respect to the Borrower; and (C) Immediately following such Extension of Credit, the Outstanding Credits of the Lender shall not exceed the amount of the Commitment. (ii) The Borrower shall have delivered to the Lender a Notice of Borrowing.

Conditions Precedent to Each Extension of Credit. 62 752938400 The obligation of each Lender to make a Loan on the occasion an Advance to any Borrower as part of each borrowing any Borrowing (including without limitation the initial borrowingBorrowing) that would increase the aggregate principal amount of Advances outstanding hereunder, and the obligation of each Issuing Lender Fronting Bank to issue, amend, extend or renew or extend any 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 borrowing (or issuance, amendment, renewal or extension of a Letter Extension of Credit, as applicable: (i) the The following statements shall be true (and each of the giving of the applicable Notice of Borrowing or Letter of Credit ApplicationRequest 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, and the acceptance by the Borrower of the proceeds of such Extension of Credit (or such Letter of Credit, as applicable) shall constitute a representation and warranty by the such Borrower that on the date of such Extension of Credit such statements are true): (aA) The representations and warranties of such Borrower contained in Article VI (excluding, in the case of Section 4.01 with respect to any Extension of Credit or issuance or extension of a Letter of Credit, after following the initial Extension of Credit, the Excluded Representations) Credit are true and correct in all material respects on and as of the date of such borrowing, issuance or extension, as applicableExtension of Credit, before and after giving effect to such borrowing, issuance or extension, as applicable, Extension of Credit and to the application of the proceeds therefrom, as though made on and as of such date (unless expressly stated other than, as to relate any such representation or warranty that by its terms refers to an earlier datea specific date other than the date of such Extension of Credit, in which case case, such representations representation and warranties warranty shall be true and correct in all material respects as of such earlier specific date); and; (bB) No Default or Event of Default event has occurred and is continuing, or would result from such borrowing (or the issuance, amendment, renewal or extension Extension of such Letter of Credit, as applicable) 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 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) In the case of an Extension of Credit to FET, 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. 752938400

Conditions Precedent to Each Extension of Credit. [Signature Page to FirstEnergy Parent Credit Agreement] 743896444 The obligation of each Lender to make a Loan on the occasion an Advance to any Borrower as part of each borrowing any Borrowing (including without limitation the initial borrowingBorrowing) that would increase the aggregate principal amount of Advances outstanding hereunder, and the obligation of each Issuing Lender Fronting Bank to issue, amend, extend or renew or extend any 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 borrowing (or issuance, amendment, renewal or extension of a Letter Extension of Credit, as applicable: (i) the The following statements shall be true (and each of the giving of the applicable Notice of Borrowing or Letter of Credit ApplicationRequest 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, and the acceptance by the Borrower of the proceeds of such Extension of Credit (or such Letter of Credit, as applicable) shall constitute a representation and warranty by the such Borrower that on the date of such Extension of Credit such statements are true): (aA) The representations and warranties of such Borrower contained in Article VI (excluding, in the case of Section 4.01 with respect to any Extension of Credit or issuance or extension of a Letter of Credit, after following the initial Extension of Credit, the Excluded Representations) Credit are true and correct in all material respects on and as of the date of such borrowing, issuance or extension, as applicableExtension of Credit, before and after giving effect to such borrowing, issuance or extension, as applicable, Extension of Credit and to the application of the proceeds therefrom, as though made on and as of such date (unless expressly stated other than, as to relate any such representation or warranty that by its terms refers to an earlier datea specific date other than the date of such Extension of Credit, in which case case, such representations representation and warranties warranty shall be true and correct in all material respects as of such earlier specific date); and; (bB) No Default or Event of Default event has occurred and is continuing, or would result from such borrowing (or the issuance, amendment, renewal or extension Extension of such Letter of Credit, as applicable) 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 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) In the case of an Extension of Credit to FET, 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. [Signature Page to FirstEnergy Parent Credit Agreement] 743896444 (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 a Loan on the occasion any Extension of each borrowing Credit (including without limitation the initial borrowing) and the obligation of each Issuing Lender to issue, amend, renew or extend any Letter Extension of Credit but excluding any conversion or continuation of any Loan), and any increase in Commitments pursuant to Section 2.08 shall be subject to the further conditions precedent that on the date of such borrowing satisfaction (or issuance, amendment, renewal or extension waiver in accordance with Section 11.02) of a Letter of Credit, as applicable) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing or Letter of Credit Application, as the case may be, and the acceptance by the Borrower of the proceeds of such Extension of Credit (or such Letter of Credit, as applicable) shall constitute a representation and warranty by the Borrower that on the date of such Extension of Credit such statements are true):following conditions: (a) The representations and warranties contained of the Borrower set forth in Article VI (excluding, in the case of any Extension of Credit or issuance or extension of a Letter of Credit, after the initial Extension of Credit, the Excluded Representations) are this Agreement shall be true and correct in all material respects on and as of the date of each Extension of Credit and the date of any such borrowingincrease in Commitments pursuant to Section 2.08, issuance or extension, as applicable, before and after giving effect to such borrowing, issuance or extension, as applicable, and except to the application of the proceeds therefrom, as though made on extent that such representations and as of such date (unless expressly stated warranties are specifically limited to relate to an earlier a prior date, in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date); andprior 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) No Such Extension of Credit will comply with all other applicable requirements of Article II, including, without limitation Sections 2.01 and 2.02, as applicable. (c) At the time of and immediately after giving effect to such Extension of Credit, no Default or Event of Default has shall have occurred and is continuing, be continuing or would result from such borrowing (or the issuance, amendment, renewal or extension Extension of such Letter of Credit, as applicable) Credit or from the application of the proceeds thereof. (d) At the time of and immediately after giving effect to any increase in Commitments pursuant to Section 2.08 no Default or Event of Default shall have occurred and be continuing or would result therefrom. (e) The Administrative Agent shall have timely received a Borrowing Request. Each Extension of Credit and the acceptance by the Borrower of the benefits thereof shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in paragraphs (a), (b) and (c).

Conditions Precedent to Each Extension of Credit. The obligation of each Lender to make a Loan on the occasion of each borrowing (including without limitation the initial borrowing) and the obligation of each Issuing Lender to issue, amend, renew or extend any Letter of Credit shall be subject to the further conditions precedent that on the date of such borrowing (or issuance, amendment, renewal or extension of a Letter of Credit, as applicable) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing or Letter of Credit Application, as the case may be, and the acceptance by the Borrower of the proceeds of such Extension of Credit (or such Letter of Credit, as applicable) shall constitute a representation and warranty by the Borrower that on the date of such Extension of Credit such statements are true): ): (a) The representations and warranties contained in Article VI (excluding, in the case of any Extension of Credit or issuance or extension of a Letter of Credit, after the initial Extension of Credit, the Excluded Representations) are true and correct in all material respects on and as of the date of such borrowing, issuance or extension, as applicable, before and after giving effect to such borrowing, issuance or extension, as applicable, and to the application of the proceeds therefrom, as though made on and as of such date (unless expressly stated to relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); and and (b) No Default or Event of Default has occurred and is continuing, or would result from such borrowing (or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable) or from the application of the proceeds thereof.

Conditions Precedent to Each Extension of Credit. The obligation of each Lender to make a Loan on the occasion any Extension of Credit and of each borrowing (including without limitation the initial borrowing) and the obligation of each Issuing Lender LC Bank to issue, amend, renew extend (other than an extension pursuant to an automatic extension provision set forth in the applicable Letter of Credit) or extend amend any Letter of Credit (including the initial Extension of Credit but excluding any conversion or continuation of any Loan), and any increase in Commitments pursuant to Section 2.22 shall be subject to the further conditions precedent that on the date of such borrowing satisfaction (or issuance, amendment, renewal or extension waiver in accordance with Section 11.02) of a Letter of Credit, as applicable) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing or Letter of Credit Application, as the case may be, and the acceptance by the Borrower of the proceeds of such Extension of Credit (or such Letter of Credit, as applicable) shall constitute a representation and warranty by the Borrower that on the date of such Extension of Credit such statements are true):following conditions: (a) The representations and warranties contained of the Guarantor and the Borrower set forth in Article VI this Agreement (excluding, other than the representation and warranty set forth in the case of any Extension of Credit or issuance or extension of a Letter of Credit, after the initial Extension of Credit, the Excluded RepresentationsSection 4.01(g)) are shall be true and correct in all material respects on and as of the date of each Extension of Credit, the date of any such borrowingincrease in Commitments pursuant to Section 2.22 and each Extension Date, issuance or extension, as applicable, before and after giving effect to such borrowing, issuance or extension, as applicable, and except to the application of the proceeds therefrom, as though made on extent that such representations and as of such date (unless expressly stated warranties are specifically limited to relate to an earlier a prior date, in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date); andprior 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) No 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 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 has shall have occurred and is continuing, be continuing or would result from such borrowing (or the issuance, amendment, renewal or extension Extension of such Letter of Credit, as applicable) Credit or from the application of the proceeds thereof. (e) At the time of and immediately after giving effect to any increase in Commitments pursuant to Section 2.22 no Default or Event of Default shall have occurred and be continuing or would result therefrom. (f) 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 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), (b), (c) and (d) of this Section.

Conditions Precedent to Each Extension of Credit. The obligation of each Lender to make a Loan on the occasion any Extension of Credit and of each borrowing (including without limitation the initial borrowing) and the obligation of each Issuing Lender LC Bank to issue, amend, renew extend (other than an extension pursuant to an automatic extension provision set forth in the applicable Letter of Credit) or extend amend any Letter of Credit (including the initial Extension of Credit but excluding any conversion or continuation of any Loan), and any increase in Commitments pursuant to Section 2.22 shall be subject to the further conditions precedent that on the date of such borrowing satisfaction (or issuance, amendment, renewal or extension waiver in accordance with Section 11.02) of a Letter of Credit, as applicable) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing or Letter of Credit Application, as the case may be, and the acceptance by the Borrower of the proceeds of such Extension of Credit (or such Letter of Credit, as applicable) shall constitute a representation and warranty by the Borrower that on the date of such Extension of Credit such statements are true):following conditions: (a) The representations and warranties contained of the Borrower set forth in Article VI this Agreement (excluding, other than the representation and warranty set forth in the case of any Extension of Credit or issuance or extension of a Letter of Credit, after the initial Extension of Credit, the Excluded RepresentationsSection 4.01(g)) are shall be true and correct in all material respects on and as of the date of each Extension of Credit, the date of any such borrowingincrease in Commitments pursuant to Section 2.22 and each Extension Date, issuance or extension, as applicable, before and after giving effect to such borrowing, issuance or extension, as applicable, and except to the application of the proceeds therefrom, as though made on extent that such representations and as of such date (unless expressly stated warranties are specifically limited to relate to an earlier a prior date, in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date); andprior 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) No 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 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 has shall have occurred and is continuing, be continuing or would result from such borrowing (or the issuance, amendment, renewal or extension Extension of such Letter of Credit, as applicable) Credit or from the application of the proceeds thereof. (e) At the time of and immediately after giving effect to any increase in Commitments pursuant to Section 2.22 no Default or Event of Default shall have occurred and be continuing or would result therefrom. (f) 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 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), (b), (c) and (d) of this Section.

Conditions Precedent to Each Extension of Credit. ‌ The obligation of each Lender to make a Loan on the occasion an Advance to any Borrower as part of each borrowing any Borrowing (including without limitation the initial borrowingBorrowing) that would increase the aggregate principal amount of Advances outstanding hereunder, and the obligation of each Issuing Lender Fronting Bank to issue, amend, extend or renew or extend any 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 borrowing (or issuance, amendment, renewal or extension of a Letter Extension of Credit, as applicable: (i) the The following statements shall be true (and each of the giving of the applicable Notice of Borrowing or Letter of Credit ApplicationRequest 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, and the acceptance by the Borrower of the proceeds of such Extension of Credit (or such Letter of Credit, as applicable) shall constitute a representation and warranty by the such Borrower that on the date of such Extension of Credit such statements are true): (aA) The representations and warranties of such Borrower contained in Article VI Section 4.01 (excludingother 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 the case of each case, with respect to any Extension of Credit or issuance or extension of a Letter of Credit, after following the initial Extension of Credit, the Excluded Representations) are true and correct in all material respects on and as of the date of such borrowing, issuance or extension, as applicableExtension of Credit, before and after giving effect to such borrowing, issuance or extension, as applicable, Extension of Credit and to the application of the proceeds therefrom, as though made on and as of such date (unless expressly stated other than, as to relate any such representation or warranty that by its terms refers to an earlier datea specific date other than the date of such Extension of Credit, in which case case, such representations representation and warranties warranty shall be true and correct in all material respects as of such earlier specific date); and; (bB) No Default or Event of Default event has occurred and is continuing, or would result from such borrowing (or the issuance, amendment, renewal or extension Extension of such Letter of Credit, as applicable) 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 Moody’s, (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. REPRESENTATIONS AND WARRANTIES‌

Conditions Precedent to Each Extension of Credit. The obligation of each Lender to make a Loan an Advance to any Borrower on the occasion of each borrowing (including without limitation the initial borrowing) Borrowing and the obligation of each LC Issuing Lender Bank to issue, amend, extend or renew or extend a Letter of Credit for the account of any Letter 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 borrowing (or issuance, amendment, renewal or extension of a Letter Extension of Credit: (a) The Administrative Agent and the relevant LC Issuing Bank, if applicable, shall have received from such Borrower a notice requesting such Extension of Credit as required by Section 2.02 or 2.03, as applicable. (b) the The following statements shall be true (and each of the giving of the applicable Notice of Borrowing or Letter of Credit Application, as the case may be, Request for Issuance and the acceptance by the such Borrower of the any proceeds of such Extension a Borrowing or the issuance of Credit (or such Letter of Credit, as applicable) Credit shall constitute a representation and warranty by the such Borrower that on the date of such Extension of Credit such statements are true): (a) i. The representations and warranties of such Borrower contained in Article VI Section 4.01 (excluding, excluding those contained in the case last sentence of any Extension of Credit or issuance or extension of a Letter of Credit, after the initial Extension of Credit, the Excluded Representationssubsection (e) and in subsection (f) thereof) are true and correct in all material respects on and as of the date of such borrowing, issuance or extension, as applicableExtension of Credit, before and after giving effect to such borrowing, issuance or extension, as applicable, Extension of Credit and to the application of the proceeds therefrom, as though made on and as of such date (unless expressly stated to relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); and (b) ii. No Default or Event of Default event has occurred and is continuing, or would result from such borrowing (or the issuance, amendment, renewal or extension Extension of such Letter of Credit, as applicable) Credit or from the application of the proceeds thereoftherefrom or the issuance or amendment of any Letter of Credit in connection therewith, that constitutes an Event of Default with respect to such Borrower or would constitute an Event of Default with respect to such Borrower with notice or lapse of time or both. (c) 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. (d) Each Letter of Credit shall be in form and substance acceptable to the LC Issuing Bank issuing such Letter of Credit.