Common use of Conditions to all Credit Extensions Clause in Contracts

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Rate Loans), an Extension Notice in accordance with Section 2.22 or a request for Additional Credit Commitments in accordance with Section 2.21 is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article III or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct on and as of the date of such Credit Extension, any Extension Notice and any Increase Effective Date, (i) except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, (ii) except that for purposes of this Section 4.02, the representations and warranties contained in Section 3.04 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 5.01 and (iii) together with any additional items that will be disclosed on updated Schedules delivered on the next scheduled delivery date, as to which the Borrower has notified the Administrative Agent in writing. (b) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof, extension of the Maturity Date in accordance with Section 2.22 or increase in Aggregate Commitments in accordance with Section 2.21. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender, shall have received a Request for Credit Extension, the certificate referred to in Section 2.22(a) with respect to an Extension Notice or the certificate referred to in Section 2.21(d) with respect to any increase in Aggregate Commitments, as applicable, in accordance with the requirements hereof. (d) The Administrative Agent shall have received such other approvals, opinions or documents as the Required Lenders, through the Administrative Agent, may reasonably request. Each Request for Credit Extension (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurocurrency Rate Loans), certificate referred to in Section 2.22(a) with respect to an Extension Notice and certificate referred to in Section 2.21(d) with respect to any increase in the Aggregate Commitments, as applicable, submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension, the effective date of an Extension Notice or the Increase Effective Date, as applicable.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Revolving Loan Notice or Term Loan Interest Rate Selection Notice requesting only a conversion of Revolving Loans or Segments, as applicable, to the other Type, Type or a continuation of Eurocurrency Rate Loans)Loans or Eurocurrency Rate Segments, an as applicable) or make the initial Credit Extension Notice in accordance with Section 2.22 or a request for Additional Credit Commitments in accordance with Section 2.21 hereunder is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article III VI or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct on and as of the date of such Credit Extension, any Extension Notice and any Increase Effective Date, (i) except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, (ii) and except that for purposes of this Section 4.025.02(a), the representations and warranties contained in subsections (a) and (b) of Section 3.04 6.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections clauses (a) and (b), respectively, of Section 5.01 and (iii) together with any additional items that will be disclosed on updated Schedules delivered on the next scheduled delivery date, as to which the Borrower has notified the Administrative Agent in writing7.01. (b) No Default or Event of Default shall existhave occurred and be continuing, or would result from such proposed Credit Extension or from the application of the proceeds thereof, extension of the Maturity Date in accordance with Section 2.22 or increase in Aggregate Commitments in accordance with Section 2.21. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender, Lender shall have received a Request for Credit Extension, the certificate referred to in Section 2.22(a) with respect to an Extension Notice or the certificate referred to in Section 2.21(d) with respect to any increase in Aggregate Commitments, as applicable, in accordance with the requirements hereof. (d) The Administrative Agent No limitation exists on any Borrowing or Credit Extension contained in Article II. (e) In the case of a Credit Extension to be denominated in an Alternative Currency, there shall not have received such other approvalsoccurred any change in national or international financial, opinions political or documents as economic conditions or currency exchange rates or exchange controls which in the Required Lenders, through reasonable opinion of the Administrative Agent, may reasonably requestthe Required Revolving Lenders (in the case of any Loans to be denominated in an Alternative Currency) or the L/C Issuer (in the case of any Letter of Credit to be denominated in an Alternative Currency) would make it impracticable for such Credit Extension to be denominated in the relevant Alternative Currency. Each Request for Credit Extension (other than a Revolving Loan Notice or Term Loan Interest Rate Selection Notice requesting only a conversion of Revolving Loans or Segments, as applicable, to the other Type or a continuation of Eurocurrency Rate Loans), certificate referred to in Section 2.22(a) with respect to an Extension Notice and certificate referred to in Section 2.21(d) with respect to any increase in the Aggregate CommitmentsLoans or Eurocurrency Rate Segments, as applicable, ) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a5.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension, the effective date of an Extension Notice or the Increase Effective Date, as applicable.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Rate Loans), an Extension Notice ) is subject to the satisfaction or waiver in accordance with Section 2.22 or a request for Additional Credit Commitments in accordance with Section 2.21 is subject to the 10.01 of following conditions precedent: (a) The representations and warranties of the Borrower Company and each other Loan Party contained in Article III 5 or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (or, with respect to any such representation or warranty that is qualified by materiality or Material Adverse Effect, in all respects) on and as of the date of such Credit Extension, any Extension Notice and any Increase Effective Date, (i) except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or, with respect to any such representation or warranty that is qualified by materiality or Material Adverse Effect, in all respects) as of such earlier date, (ii) and except that for purposes of this Section 4.02, the representations and warranties contained in Section 3.04 Sections 5.08(a) and (b) shall be deemed to refer to the then-most recent statements furnished pursuant to subsections (aSections 6.01(a) and (b), respectively, of Section 5.01 and (iii) together with any additional items that will be disclosed on updated Schedules delivered on the next scheduled delivery date, as to which the Borrower has notified the Administrative Agent in writing. (b) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof, extension of the Maturity Date in accordance with Section 2.22 or increase in Aggregate Commitments in accordance with Section 2.21. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender, Lender shall have received a Request for Credit Extension, the certificate referred to in Section 2.22(a) with respect to an Extension Notice or the certificate referred to in Section 2.21(d) with respect to any increase in Aggregate Commitments, as applicable, in accordance with the requirements hereof. (d) The Administrative Agent If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.14 to the designation of such Borrower as a Designated Borrower shall have received such other approvalsbeen met to the reasonable satisfaction of the Administrative Agent. (e) In the case of a Credit Extension to be denominated in an Alternative Currency, opinions there shall not have occurred any change in national or documents as international financial, political or economic conditions or currency exchange rates or exchange controls which in the Required Lenders, through reasonable opinion of the Administrative Agent, may reasonably requestthe Required Multicurrency Revolving Credit Lenders (in the case of any Loans to be denominated in an Alternative Currency) or the L/C Issuer (in the case of any Multicurrency Letter of Credit to be denominated in an Alternative Currency) would make it impracticable for such Credit Extension to be denominated in the relevant Alternative Currency. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurocurrency Rate Loans), certificate referred to in Section 2.22(a) with respect to an Extension Notice and certificate referred to in Section 2.21(d) with respect to any increase in the Aggregate Commitments, as applicable, submitted by the a Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and ), (b) and, if applicable, (d) have been satisfied on and as of the date of the applicable Credit Extension, the effective date of an Extension Notice or the Increase Effective Date, as applicable.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension on or after the Closing Date and any requests for Incremental Revolving Credit Commitments which are established, but not drawn on the date of the effectiveness of such facility (other than (x) a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Rate Loans)Loans or (y) a Credit Extension under any Incremental Facility in connection with a Permitted Acquisition or other Investment, an Extension Notice in accordance with Section 2.22 or a request for Additional Credit Commitments in accordance with Section 2.21 which are subject to the LCT Provisions) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article III V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, Document shall be true and correct in all material respects on and as of the date of such Credit Extension; provided that, any Extension Notice and any Increase Effective Date, (i) except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, (ii) except ; provided further that for purposes of this Section 4.02, the representations any representation and warranties contained in Section 3.04 warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be deemed true and correct (after giving effect to refer to the most recent statements furnished pursuant to subsections (aany qualification therein) and (b), respectively, of Section 5.01 and (iii) together with any additional items that will be disclosed in all respects on updated Schedules delivered on the next scheduled delivery date, as to which the Borrower has notified the Administrative Agent in writingsuch respective dates. (b) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof, extension of the Maturity Date in accordance with Section 2.22 or increase in Aggregate Commitments in accordance with Section 2.21therefrom. (c) The Administrative Agent and, if applicable, the applicable relevant L/C Issuer or the Swing Line Lender, shall have received a Request for Credit Extension, the certificate referred to in Section 2.22(a) with respect to an Extension Notice or the certificate referred to in Section 2.21(d) with respect to any increase in Aggregate Commitments, as applicable, in accordance with the requirements hereof. . In addition, If there are any Mortgaged Properties, any increase or extension (dincluding a renewal) The Administrative Agent of the aggregate Commitments (excluding, in each case (i) any continuation or conversion of Borrowings, (ii) the making of any Revolving Credit Loans or (iii) the issuance, renewal or extension of any Letter of Credit) shall have received be subject to (and conditioned upon) the prior delivery of all flood-related documentation with respect to such other approvals, opinions or documents Mortgaged Properties as required by subsection (f)(iv) of the Required Lenders, through the Administrative Agent, may reasonably requestdefinition of Collateral and Guarantee Requirement. Each Request for Credit Extension (other than (i) a Committed Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurocurrency Rate Loans), certificate referred Loans or (ii) a Credit Extension of Incremental Term Loans in connection with a Permitted Acquisition or other Investment which are subject to in Section 2.22(athe LCT Provisions) with respect to an Extension Notice and certificate referred to in Section 2.21(d) with respect to any increase in the Aggregate Commitments, as applicable, submitted by the Borrower shall be deemed to be a representation and warranty that the applicable conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension, the effective date of an Extension Notice or the Increase Effective Date, as applicable.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Revolving Loan Notice requesting only a conversion of Revolving Loans to the other Type, or a continuation of Eurocurrency Eurodollar Rate Loans), an Extension Notice in accordance with Section 2.22 or a request for Additional Credit Commitments in accordance with Section 2.21 ) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article III or V, any other Loan Document, Document or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (except, if a qualifier relating to materiality, Material Adverse Effect or a similar concept applies, such representation or warranty shall be required to be true and correct in all respects) on and as of the date of such Credit Extension, any Extension Notice and any Increase Effective Date, (i) except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, (ii) and except that for purposes of this Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 3.04 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections clauses (a) and (b), respectively, of Section 5.01 and (iii) together with any additional items that will be disclosed on updated Schedules delivered on the next scheduled delivery date, as to which the Borrower has notified the Administrative Agent in writing6.01. (b) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof, extension of the Maturity Date in accordance with Section 2.22 or increase in Aggregate Commitments in accordance with Section 2.21. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender, Lender shall have received a Request for Credit Extension, the certificate referred to in Section 2.22(a) with respect to an Extension Notice or the certificate referred to in Section 2.21(d) with respect to any increase in Aggregate Commitments, as applicable, in accordance with the requirements hereof. (d) The If any of the proceeds of any Borrowing are to be used to refinance any Unreimbursed Amount or a Revolving Borrowing (any such amount, a “Refunded Obligation”), the Borrower shall have furnished evidence satisfactory to the Administrative Agent shall have received such other approvals(including, opinions or documents as the Required Lenders, through if requested by the Administrative Agent, may a satisfactory opinion of regulatory counsel reasonably requestacceptable to the Administrative Agent, which opinion is additional to and not included within the Initial Opinion) that all required approvals from the CPUC have been obtained for the refinancing of such Refunded Obligation hereunder. Each Request for Credit Extension (other than a Revolving Loan Notice requesting only a conversion of Revolving Loans to the other Type or a continuation of Eurocurrency Eurodollar Rate Loans), certificate referred to in Section 2.22(a) with respect to an Extension Notice and certificate referred to in Section 2.21(d) with respect to any increase in the Aggregate Commitments, as applicable, submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension, the effective date of an Extension Notice or the Increase Effective Date, as applicable.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Revolving Loan Notice requesting only a conversion of Revolving Loans to the other Type, or a continuation of Eurocurrency Eurodollar Rate Loans), an Extension Notice in accordance with Section 2.22 or a request for Additional Credit Commitments in accordance with Section 2.21 ) is subject to the following conditions precedent: (a) The representations and warranties of (i) the Borrowers contained in Article V and (ii) each Borrower and contained in each other Loan Party contained in Article III Document or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (except, if a qualifier relating to materiality, Material Adverse Effect or a similar concept applies, such representation or warranty shall be required to be true and correct in all respects) on and as of the date of such Credit Extension, any Extension Notice and any Increase Effective Date, (i) except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, (ii) and except that for purposes of this Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 3.04 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections clauses (a) and (b), respectively, of Section 5.01 and (iii) together with any additional items that will be disclosed on updated Schedules delivered on the next scheduled delivery date, as to which the Borrower has notified the Administrative Agent in writing6.01. (b) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof, extension of the Maturity Date in accordance with Section 2.22 or increase in Aggregate Commitments in accordance with Section 2.21. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender, Lender shall have received a Request for Credit Extension, the certificate referred to in Section 2.22(a) with respect to an Extension Notice or the certificate referred to in Section 2.21(d) with respect to any increase in Aggregate Commitments, as applicable, in accordance with the requirements hereof. (d) The Administrative Agent If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.14 to the designation of such Borrower as a Designated Borrower shall have received such other approvals, opinions or documents as been met to the Required Lenders, through satisfaction of the Administrative Agent, may reasonably request. Each Request for Credit Extension (other than a Revolving Loan Notice requesting only a conversion of Revolving Loans to the other Type or a continuation of Eurocurrency Eurodollar Rate Loans), certificate referred to in Section 2.22(a) with respect to an Extension Notice and certificate referred to in Section 2.21(d) with respect to any increase in the Aggregate Commitments, as applicable, submitted by the Borrower Company shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension, the effective date of an Extension Notice or the Increase Effective Date, as applicable.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Eurodollar Rate Loans)) is subject to satisfaction, an Extension Notice or waiver in accordance with Section 2.22 or a request for Additional Credit Commitments in accordance with Section 2.21 is subject to 11.01, of the following conditions precedent: (a) The representations and warranties of the Borrower Borrowers and each other Loan Party contained in Article III V or any other Loan DocumentDocument (i) that are qualified by materiality shall be true and correct, or which and (ii) that are contained in any document furnished at any time under or in connection herewith or therewithnot qualified by materiality, shall be true and correct in all material respects, in each case, on and as of the date of such Credit Extension, any Extension Notice and any Increase Effective Dateexcept, (i) except in each case, to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, (ii) and except that for purposes of this Section 4.02, the representations and warranties contained in subsection (a) of Section 3.04 5.05 shall be deemed to refer to the most recent audited financial statements furnished pursuant to subsections subsection (a) and (b), respectively, of Section 5.01 and (iii) together with any additional items that will be disclosed on updated Schedules delivered on the next scheduled delivery date, as to which the Borrower has notified the Administrative Agent in writing6.01. (b) No Default or Event of Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof, extension of the Maturity Date in accordance with Section 2.22 or increase in Aggregate Commitments in accordance with Section 2.21. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender, shall have received a Request for Credit Extension, the certificate referred to in Section 2.22(a) with respect to an Extension Notice or the certificate referred to in Section 2.21(d) with respect to any increase in Aggregate Commitments, as applicable, in accordance with the requirements hereof. (d) The Administrative Agent All conditions precedent in any other Loan Document shall be satisfied. (e) No event shall have received such other approvalsoccurred or circumstance exists that has or could reasonably be expected to have a Material Adverse Effect. (f) With respect to issuance of a Letter of Credit, opinions or documents as the Required Lenders, through the Administrative Agent, may reasonably requestL/C Conditions shall be satisfied. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurocurrency Eurodollar Rate Loans), certificate referred to in Section 2.22(a) with respect to an Extension Notice and certificate referred to in Section 2.21(d) with respect to any increase in the Aggregate Commitments, as applicable, submitted by the Borrower Agent shall be deemed to be a representation and warranty by each Borrower that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension, the effective date of an Extension Notice or the Increase Effective Date, as applicable.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency LIBO Rate Loans), an Extension Notice in accordance with Section 2.22 or a request for Additional ) and each L/C Issuer to issue each Letter of Credit Commitments in accordance with Section 2.21 is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article III V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the date of such Credit Extension, any Extension Notice and any Increase Effective Date, except (i) except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, (ii) except that in the case of any representation and warranty qualified by “materiality”, “Material Adverse Effect” or similar language, they shall be true and correct in all respects, and (iii) for purposes of this Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 3.04 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections clauses (a) and (b), respectively, of Section 5.01 and (iii) together with any additional items that will be disclosed on updated Schedules delivered on the next scheduled delivery date, as to which the Borrower has notified the Administrative Agent in writing6.01. (b) No Default or Event of Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof, extension of the Maturity Date in accordance with Section 2.22 or increase in Aggregate Commitments in accordance with Section 2.21. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender, Lender shall have received a Request for Credit Extension, the certificate referred to in Section 2.22(a) with respect to an Extension Notice or the certificate referred to in Section 2.21(d) with respect to any increase in Aggregate Commitments, as applicable, in accordance with the requirements hereof. (d) The Administrative Agent No Overadvance shall have received result from such other approvals, opinions or documents as the Required Lenders, through the Administrative Agent, may reasonably requestCredit Extension. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurocurrency LIBO Rate Loans), certificate referred to in Section 2.22(a) with respect to an Extension Notice and certificate referred to in Section 2.21(d) with respect to any increase in the Aggregate Commitments, as applicable, submitted by the Borrower Borrowers shall be deemed to be a representation and warranty by the Borrowers that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension. The conditions set forth in this Section 4.02 are for the sole benefit of the Secured Parties but until the Required Lenders otherwise direct the Administrative Agent to cease making Committed Loans, the effective date Lenders will fund their Applicable Percentage of an Extension Notice all Loans and participate in all Swing Line Loans and Letters of Credit whenever made or issued, which are requested by the Lead Borrower and which, notwithstanding the failure of the Loan Parties to comply with the provisions of this Article IV, agreed to by the Administrative Agent, provided, that, the making of any such Loans or the Increase Effective Date, issuance of any Letters of Credit shall not be deemed a modification or waiver by any Secured Party of the provisions of this Article IV on any future occasion or a waiver of any rights or the Secured Parties as applicablea result of any such failure to comply.

Conditions to all Credit Extensions. The obligation of the L/C Issuer and each Lender to honor any Request for make each Credit Extension hereunder (other than a Loan Notice requesting only a which shall not include any conversion of Loans to the other Type, or a continuation of Eurocurrency Rate Loans), an Extension Notice in accordance with Section 2.22 or a request for Additional Credit Commitments in accordance with Section 2.21 any outstanding Loan) is subject to the following additional conditions precedentprecedent that: (a) The no Default or Event of Default shall have occurred and be continuing or would result from such proposed Credit Extension or from the application of proceeds thereof; (b) the representations and warranties of the Borrower Company and each other Loan Party contained in Article III VI hereof or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct correct, in all material respects, on and as of the date of the making of, and after giving effect to, such Credit ExtensionExtension with the same force and effect as if made on and as of such date, any Extension Notice and any Increase Effective Date, (i) except to the extent that such representations and warranties specifically refer expressly relate to an earlier date, in which case they shall be true and correct correct, in all material respects, as of such earlier date, (ii) and except that for purposes of this Section 4.025.02, the representations and warranties contained in Section 3.04 6.04(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to subsections (aSection 7.01(a) and (b), respectively, of Section 5.01 and (iii) together with any additional items that will be disclosed on updated Schedules delivered on the next scheduled delivery date, as to which the Borrower has notified the Administrative Agent in writing. (b) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof, extension of the Maturity Date in accordance with Section 2.22 or increase in Aggregate Commitments in accordance with Section 2.21.; (c) The to the extent requested by the Administrative Agent or any Lender, a senior executive of the Company shall have certified compliance with clauses (a) and (b) above to the Administrative Agent; (d) the Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender, shall have received a Request for Credit Extension, the certificate referred to in Section 2.22(a) with respect to an Extension Notice or the certificate referred to in Section 2.21(d) with respect to any increase in Aggregate Commitments, as applicable, in accordance with the requirements hereof.; and (de) The the Administrative Agent shall have received such other approvals, opinions or documents as the Required Lenders, any Lender through the Administrative Agent, Agent may reasonably request. Each Request for Credit Extension (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurocurrency Rate Loans), certificate referred to in Section 2.22(a) with respect to an Extension Notice and certificate referred to in Section 2.21(d) with respect to any increase in the Aggregate Commitments, as applicable, submitted by the Borrower The Company shall be deemed to be have made a representation and warranty hereunder as of the time of each Credit Extension hereunder that the conditions specified in Sections 4.02(a) and (b) such clauses have been satisfied on and fulfilled as of the date of the applicable Credit Extension, the effective date of an Extension Notice or the Increase Effective Date, as applicablesuch time.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Rate Loans), an Extension Notice in accordance with Section 2.22 or a request for Additional Credit Commitments in accordance with Section 2.21 ) is subject to the following conditions precedent: (a) The representations and warranties of (i) the Borrower Borrowers contained in Article V and (ii) each other Loan Party contained in Article III or any each other Loan Document, Document or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be (A) in the case of representations and warranties that are qualified as to materiality, true and correct, and (B) in the case of representations and warranties that are not qualified as to materiality, true and correct in all material respects, in each case on and as of the date of such Credit Extension, any Extension Notice and any Increase Effective Date, (i) except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct or true and correct in all material respects, as the case may be, as of such earlier date, (ii) except ; provided that for purposes of this Section 4.02, the representations and warranties contained in Section 3.04 5.09 shall be deemed to refer to the most recent statements Financial Statements furnished pursuant to subsections (a) and (b), respectively, ) of Section 5.01 and (iii) together with any additional items that will be disclosed on updated Schedules delivered on the next scheduled delivery date, as to which the Borrower has notified the Administrative Agent in writing6.01. (b) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof, extension of the Maturity Date in accordance with Section 2.22 or increase in Aggregate Commitments in accordance with Section 2.21. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender, Lender shall have received a Request for Credit Extension, the certificate referred to in Section 2.22(a) with respect to an Extension Notice or the certificate referred to in Section 2.21(d) with respect to any increase in Aggregate Commitments, as applicable, in accordance with the requirements hereof. (d) The Administrative Agent If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.14 to the designation of such Borrower as a Designated Borrower shall have received such other approvalsbeen met to the satisfaction of the Administrative Agent. (e) In the case of a Credit Extension to be denominated in an Alternative Currency, opinions there shall not have occurred any change in national or documents as international financial, political or economic conditions or currency exchange rates or exchange controls which in the Required Lenders, through reasonable opinion of the Administrative Agent, may reasonably requestthe Required Lenders (in the case of any Loans to be denominated in an Alternative Currency) or the L/C Issuer (in the case of any Letter of Credit to be denominated in an Alternative Currency) would make it impracticable for such Credit Extension to be denominated in the relevant Alternative Currency. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurocurrency Rate Loans), certificate referred to in Section 2.22(a) with respect to an Extension Notice and certificate referred to in Section 2.21(d) with respect to any increase in the Aggregate Commitments, as applicable, submitted by the Borrower Company shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension, the effective date of an Extension Notice or the Increase Effective Date, as applicable.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Rate Loans), an Extension Notice in accordance with Section 2.22 or a request for Additional Credit Commitments in accordance with Section 2.21 is subject to the following conditions precedent: (a) The representations and warranties of the Borrower Borrowers and each other Loan Credit Party contained in Article III V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (but without any duplication of any materiality qualifications) on and as of the date of such Credit Extension, any Extension Notice and any Increase Effective Date, (i) except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (but without any duplication of any materiality qualifications) as of such earlier date, (ii) and except that for purposes of this Section 4.02, the representations and warranties contained in Section 3.04 5.02 shall be deemed to refer to the most recent statements furnished pursuant to subsections clauses (a) and (b), ) respectively, of Section 5.01 and (iii) together with any additional items that will be disclosed on updated Schedules delivered on the next scheduled delivery date, as to which the Borrower has notified the Administrative Agent in writing6.04. (b) No Default or Event of Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof, extension of the Maturity Date in accordance with Section 2.22 or increase in Aggregate Commitments in accordance with Section 2.21. (c) The Borrower Representative shall have delivered to the Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line LenderIssuer, shall have received a Request for Credit Extension, the certificate referred to in Section 2.22(a) with respect to an Extension Notice or the certificate referred to in Section 2.21(d) with respect to any increase in Aggregate Commitments, as applicable, in accordance with the requirements hereofhereof and a Borrowing Base Certificate in form and substance reasonably acceptable to the Administrative Agent (such Borrowing Base Certificate to be the most recent Borrowing Base Certificate delivered to the Administrative Agent pursuant to Section 6.04(d) modified to reflect Total Outstandings on such date). (d) The Administrative Agent Subject to Section 2.17, (i) after giving effect to such Credit Extension, Overall Excess Availability shall have received such other approvalsbe greater than $0, opinions or documents as (ii) if a Committed Revolving Credit Borrowing is requested, after giving effect thereto, Total Revolving Credit Outstandings shall not exceed the Required LendersRevolving Credit Facility and (iii) if Term Loans are requested, through Total Term Loan Outstandings shall not exceed the Administrative Agent, may reasonably requestTerm Loan Facility. Each Request for Credit Extension (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurocurrency Rate Loans), certificate referred to in Section 2.22(a) with respect to an Extension Notice and certificate referred to in Section 2.21(d) with respect to any increase in the Aggregate Commitments, as applicable, submitted by the Borrower Representative shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) ), (b), (c), and (bd) have been satisfied on and as of the date of the applicable Credit Extension, the effective date of an Extension Notice or the Increase Effective Date, as applicable.

Conditions to all Credit Extensions. The obligation of the L/C Issuer and each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Rate Loans), an Extension Notice in accordance with Section 2.22 or a request for Additional Credit Commitments in accordance with Section 2.21 ) is subject to the following conditions precedent: (a) The representations and warranties of (i) the Borrower Borrowers contained in Article V and (ii) each other Loan Party contained in Article III or any each other Loan Document, Document or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct on and as of the date of such Credit Extension, any Extension Notice and any Increase Effective Date, (i) except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, (ii) and except that for purposes of this Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 3.04 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections clauses (a) and (b), respectively, of Section 5.01 and (iii) together with any additional items that will be disclosed on updated Schedules delivered on the next scheduled delivery date, as to which the Borrower has notified the Administrative Agent in writing6.01. (b) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof, extension of the Maturity Date in accordance with Section 2.22 or increase in Aggregate Commitments in accordance with Section 2.21. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender, Lender shall have received a Request for Credit Extension, the certificate referred to in Section 2.22(a) with respect to an Extension Notice or the certificate referred to in Section 2.21(d) with respect to any increase in Aggregate Commitments, as applicable, in accordance with the requirements hereof. (d) The Administrative Agent If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.14 to the designation of such Borrower as a Designated Borrower shall have received such other approvalsbeen met to the satisfaction of the Administrative Agent. (e) In the case of a Credit Extension to be denominated in an Alternative Currency, opinions there shall not have occurred any change in national or documents as international financial, political or economic conditions or currency exchange rates or exchange controls which in the Required Lenders, through reasonable opinion of the Administrative Agent, may reasonably requestthe Required Lenders (in the case of any Loans to be denominated in an Alternative Currency) or the L/C Issuer (in the case of any Letter of Credit to be denominated in an Alternative Currency) would make it impracticable for such Credit Extension to be denominated in the relevant Alternative Currency. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurocurrency Rate Loans), certificate referred to in Section 2.22(a) with respect to an Extension Notice and certificate referred to in Section 2.21(d) with respect to any increase in the Aggregate Commitments, as applicable, submitted by the Borrower Borrowing Agent shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension, the effective date of an Extension Notice or the Increase Effective Date, as applicable.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Eurodollar Rate Loans), an Extension Notice in accordance with Section 2.22 or a request for Additional Credit Commitments in accordance with Section 2.21 ) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article III V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the date of such Credit Extension, any Extension Notice and any Increase Effective Date, (i) except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, (ii) and except that for purposes of this Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 3.04 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections clauses (a) and (b), respectively, of Section 5.01 6.01; provided that any representation and (iii) together with any additional items warranty that will is qualified by materiality or by reference to Material Adverse Effect shall be disclosed on updated Schedules delivered on the next scheduled delivery date, as to which the Borrower has notified the Administrative Agent true and correct in writingall respects. (b) No Default or Event of Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof, extension of the Maturity Date in accordance with Section 2.22 or increase in Aggregate Commitments in accordance with Section 2.21. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender, Lender shall have received a Request for Credit Extension, the certificate referred to in Section 2.22(a) with respect to an Extension Notice or the certificate referred to in Section 2.21(d) with respect to any increase in Aggregate Commitments, as applicable, in accordance with the requirements hereof. (d) The In the case of a Credit Extension to be denominated in an Alternative Currency, there shall not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of the Administrative Agent shall have received or the L/C Issuer would make it impracticable for such other approvals, opinions or documents as Credit Extension to be denominated in the Required Lenders, through the Administrative Agent, may reasonably requestrelevant Alternative Currency. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurocurrency Eurodollar Rate Loans), certificate referred to in Section 2.22(a) with respect to an Extension Notice and certificate referred to in Section 2.21(d) with respect to any increase in the Aggregate Commitments, as applicable, submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension, the effective date of an Extension Notice or the Increase Effective Date, as applicable.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Eurodollar Rate Loans), an Extension Notice in accordance with Section 2.22 or a request for Additional Credit Commitments in accordance with Section 2.21 ) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article III V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (except, if a qualifier relating to materiality, Material Adverse Effect or a similar concept applies to any representation or warranty, such representation or warranty shall be required to be true and correct in all respects) on and as of the date of such Credit Extension, any Extension Notice and any Increase Effective Date, (i) except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (except, if a qualifier relating to materiality, Material Adverse Effect or a similar concept applies to any representation or warranty, such representation or warranty shall be required to be true and correct in all respects) as of such earlier date, (ii) and except that for purposes of this Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 3.04 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections clauses (a) and (b), respectively, of Section 5.01 and (iii) together with any additional items that will be disclosed on updated Schedules delivered on the next scheduled delivery date, as to which the Borrower has notified the Administrative Agent in writing6.01. (b) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof, extension of the Maturity Date in accordance with Section 2.22 or increase in Aggregate Commitments in accordance with Section 2.21. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender, Lender shall have received a Request for Credit Extension, the certificate referred to in Section 2.22(a) with respect to an Extension Notice or the certificate referred to in Section 2.21(d) with respect to any increase in Aggregate Commitments, as applicable, in accordance with the requirements hereof. (d) The Administrative Agent shall have received such other approvals, opinions or documents as the Required Lenders, through the Administrative Agent, may reasonably request. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurocurrency Eurodollar Rate Loans), certificate referred to in Section 2.22(a) with respect to an Extension Notice and certificate referred to in Section 2.21(d) with respect to any increase in the Aggregate Commitments, as applicable, submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension, the effective date of an Extension Notice or the Increase Effective Date, as applicable.

Conditions to all Credit Extensions. The obligation Lenders shall not be required to make any Loan, including the initial Loan, and no Issuing Bank shall be required to issue any Letter of each Lender to honor any Request for Credit Extension (other than a Loan Notice requesting only a conversion Credit, unless on the applicable date of Loans to the other Type, or a continuation requested extension of Eurocurrency Rate Loans), an Extension Notice in accordance with Section 2.22 or a request for Additional Credit Commitments in accordance with Section 2.21 is subject to the following conditions precedentcredit: (a) The Borrower shall have furnished to the Administrative Agent, with sufficient copies for each Lender, a certificate dated such date of the requested extension of credit and signed by an Authorized Officer of the Borrower, stating that after taking in account the making of such Loan or issuance of such Letter of Credit, and the repayment of any outstanding obligations of the Borrower with respect to commercial paper with the proceeds of such Loan, if applicable, the Borrower will not have exceeded the maximum aggregate principal amount that the Borrower is entitled to borrow from financial institutions or receive from the sale of commercial paper under Board of Directors’ resolutions of the Borrower. (b) There exists no Event of Default or Unmatured Default. (c) The representations and warranties of the Borrower and each other Loan Party contained in Article III or any V (other Loan Documentthan, or which after the Agreement Date, the representations and warranties set forth in Sections 5.2(b), 5.3, 5.11(a), 5.11(b), 5.11(c), 5.11(f), 5.11(g), 5.11(h) and 5.11(i)) are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct on and as of the such date of such Credit Extension, any Extension Notice and any Increase Effective Date, (i) the requested extension of credit except to the extent that any such representations and warranties specifically refer representation or warranty is stated to relate solely to an earlier date, in which case they such representation or warranty shall be have been true and correct on and as of such earlier date, (ii) except that for purposes of this Section 4.02, the representations and warranties contained in Section 3.04 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 5.01 and (iii) together with any additional items that will be disclosed on updated Schedules delivered on the next scheduled delivery date, as to which the Borrower has notified the Administrative Agent in writing. (b) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof, extension of the Maturity Date in accordance with Section 2.22 or increase in Aggregate Commitments in accordance with Section 2.21. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender, shall have received a Request for Credit Extension, the certificate referred to in Section 2.22(a) with respect to an Extension Notice or the certificate referred to in Section 2.21(d) with respect to any increase in Aggregate Commitments, as applicable, in accordance with the requirements hereof. (d) The All legal matters incident to such extension of credit shall be satisfactory to the Lenders and their counsel (including, without limitation, evidence satisfactory to the Administrative Agent shall have received of any required Governmental Approvals or consents regarding such other approvals, opinions or documents as the Required Lenders, through the Administrative Agent, may reasonably requestextension of credit). Each Request request for Credit Extension (other than a Loan Notice requesting only a conversion an extension of Loans to the other Type or a continuation of Eurocurrency Rate Loans), certificate referred to in Section 2.22(a) with respect to an Extension Notice and certificate referred to in Section 2.21(d) with respect to any increase in the Aggregate Commitments, as applicable, submitted by the Borrower credit shall be deemed to be constitute a representation and warranty by the Borrower that the conditions specified contained in Sections 4.02(a4.2(a), (b) and (bc) have been satisfied on and satisfied. Any Lender may require a duly completed compliance certificate in substantially the form of Exhibit 4.2 (a “Compliance Certificate”) as of the date of the applicable Credit Extension, the effective date of an Extension Notice or the Increase Effective Date, as applicablea condition to making a Loan.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Rate Committed Loans), an Extension Notice in accordance with Section 2.22 or a request for Additional Credit Commitments in accordance with Section 2.21 ) is subject to the following conditions precedent: (a) The representations and warranties of (i) the Borrower and each other Loan Party Company contained in Article III or V and (ii) each Loan Party in any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, Document shall be true and correct in all material respects on and as of the date of such Credit Extension, any Extension Notice and any Increase Effective Date, (i) except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, (ii) and except that for purposes of this Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 3.04 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections clauses (a) and (b), respectively, of Section 5.01 and (iii) together with any additional items that will be disclosed on updated Schedules delivered on the next scheduled delivery date, as to which the Borrower has notified the Administrative Agent in writing6.01. (b) No Default shall existhave occurred and be continuing, or would immediately result from such proposed Credit Extension or from the application of the proceeds thereof, extension of the Maturity Date in accordance with Section 2.22 or increase in Aggregate Commitments in accordance with Section 2.21. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender, Lender shall have received a Request for Credit Extension, the certificate referred to in Section 2.22(a) with respect to an Extension Notice or the certificate referred to in Section 2.21(d) with respect to any increase in Aggregate Commitments, as applicable, in accordance with the requirements hereof. (d) The Administrative Agent If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.15 to the designation of such Borrower as a Designated Borrower shall have received such other approvals, opinions or documents as been met to the Required Lenders, through reasonable satisfaction of the Administrative Agent, may reasonably request. Each Request for . (e) In the case of a Credit Extension to be denominated in Canadian Dollars, there shall not have occurred, and the effect thereof be then continuing, any change in currency controls or exchange regulations, or any change in the national or international financial, political or economic conditions is imposed in Canada, that results in, in the reasonable opinion of the Administrative Agent (other than a Loan Notice requesting only a conversion in the case of any Committed Loans to be denominated in Canadian Dollars) or any L/C Issuer (in the other Type or case of any Letter of Credit to be denominated in Canadian Dollars (i) Canadian Dollars no longer being readily available, freely transferable and convertible into Dollars, (ii) a continuation of Eurocurrency Rate Loans), certificate referred to in Section 2.22(a) Dollar Equivalent is no longer readily calculable with respect to an Extension Notice and certificate referred Canadian Dollars, (iii) providing Canadian Dollars are impracticable for the Lenders or (iv) no longer a currency in which the Required Lenders are willing to in Section 2.21(d) with respect to any increase in the Aggregate Commitments, as applicable, submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable make such Credit Extension, the effective date of an Extension Notice or the Increase Effective Date, as applicableExtensions.

Conditions to all Credit Extensions. The obligation of each Lender and the L/C Issuer to honor any Request for Credit Extension (other than a Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Eurodollar Rate Loans), an Extension Notice in accordance with Section 2.22 or a request for Additional Credit Commitments in accordance with Section 2.21 ) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower Borrowers and each other Loan Party contained in Article III VI or any other Loan Document, or which are contained in any document Compliance Certificate, Pro Forma Compliance Certificate, Loan Notice or Swing Line Loan Notice furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) on and as of the date of such Credit Extension, any Extension Notice and any Increase Effective Date, (i) except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) as of such earlier date, (ii) and except that for purposes of this Section 4.025.02, the representations and warranties contained in subsections (a) and (b) of Section 3.04 6.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections clauses (a) and (b), respectively, of Section 5.01 and (iii) together with any additional items that will be disclosed on updated Schedules delivered on the next scheduled delivery date, as to which the Borrower has notified the Administrative Agent in writing7.01. (b) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof, extension of the Maturity Date in accordance with Section 2.22 or increase in Aggregate Commitments in accordance with Section 2.21. (c) In the case of a Letter of Credit to be denominated in an Alternative Currency, there shall not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of the Administrative Agent or the L/C Issuer would make it impracticable for such Letter of Credit to be denominated in the relevant Alternative Currency. (d) The Administrative Agent and, if applicable, the applicable L/C Issuer or and/or the Swing Line Lender, Lender shall have received a Request for Credit Extension, the certificate referred to in Section 2.22(a) with respect to an Extension Notice or the certificate referred to in Section 2.21(d) with respect to any increase in Aggregate Commitments, as applicable, in accordance with the requirements hereof. (d) The Administrative Agent shall have received such other approvals, opinions or documents as the Required Lenders, through the Administrative Agent, may reasonably request. Each Request for Credit Extension (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurocurrency Rate Loans), certificate referred to in Section 2.22(a) with respect to an Extension Notice and certificate referred to in Section 2.21(d) with respect to any increase in the Aggregate Commitments, as applicable, submitted by the Borrower Representative or any other Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a5.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension, the effective date of an Extension Notice or the Increase Effective Date, as applicable.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension, including the initial Credit Extension on the Initial Funding Date (other than a Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency LIBOR Rate Loans), an Extension Notice in accordance with Section 2.22 or a request for Additional Credit Commitments in accordance with Section 2.21 ) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article III VI or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, Document shall be true and correct in all material respects (except when qualified as to materiality or Material Adverse Effect, in which case they shall be true and correct in all respects) on and as of the date of such Credit Extension, any Extension Notice and any Increase Effective Date, (i) except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier datedate in all material respects (except when qualified as to materiality or Material Adverse Effect, (ii) except that for purposes of this Section 4.02, the representations and warranties contained in Section 3.04 which case they shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) true and (bcorrect in all respects), respectively, of Section 5.01 and (iii) together with any additional items that will be disclosed on updated Schedules delivered on the next scheduled delivery date, as to which the Borrower has notified the Administrative Agent in writing. (b) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof, extension of the Maturity Date in accordance with Section 2.22 or increase in Aggregate Commitments in accordance with Section 2.21. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender, Lender shall have received a Request for Credit Extension, the certificate referred to in Section 2.22(a) with respect to an Extension Notice or the certificate referred to in Section 2.21(d) with respect to any increase in Aggregate Commitments, as applicable, in accordance with the requirements hereof. (d) The Administrative Agent In the case of a Credit Extension to be denominated in an Alternative Currency, there shall not have received such other approvalsoccurred any change in national or international financial, opinions political or documents as economic conditions or currency exchange rates or exchange controls which in the Required Lenders, through reasonable opinion of the Administrative Agent, may reasonably requestthe Required Lenders (in the case of any Loans to be denominated in an Alternative Currency) or the applicable L/C Issuer (in the case of any Letter of Credit to be denominated in an Alternative Currency) would make it impracticable for such Credit Extension to be denominated in the relevant Alternative Currency. Each Request for Credit Extension (other than a Loan Notice requesting only a conversion of Loans to the other Type Type, or a continuation of Eurocurrency LIBOR Rate Loans), certificate referred to in Section 2.22(a) with respect to an Extension Notice and certificate referred to in Section 2.21(d) with respect to any increase in the Aggregate Commitments, as applicable, submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a5.03(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension, the effective date of an Extension Notice or the Increase Effective Date, as applicable.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Rate Loans), an Extension Notice in accordance with Section 2.22 or a request for Additional Credit Commitments in accordance with Section 2.21 ) is subject to the following conditions precedent: (a) The representations and warranties of (i) the Borrower Borrowers contained in Article V and (ii) each other Loan Party contained in Article III or any each other Loan Document, Document or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct on and as of the date of such Credit Extension, any Extension Notice and any Increase Effective Date, (i) except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, (ii) and except that for purposes of this Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 3.04 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections clauses (a) and (b), respectively, of Section 5.01 and (iii) together with any additional items that will be disclosed on updated Schedules delivered on the next scheduled delivery date, as to which the Borrower has notified the Administrative Agent in writing6.01. (b) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof, extension of the Maturity Date in accordance with Section 2.22 or increase in Aggregate Commitments in accordance with Section 2.21. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender, Lender shall have received a Request for Credit Extension, the certificate referred to in Section 2.22(a) with respect to an Extension Notice or the certificate referred to in Section 2.21(d) with respect to any increase in Aggregate Commitments, as applicable, in accordance with the requirements hereof. (d) The Administrative Agent If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.14 to the designation of such Borrower as a Designated Borrower shall have received such other approvalsbeen met to the satisfaction of the Administrative Agent. (e) In the case of a Credit Extension to be denominated in an Alternative Currency, opinions there shall not have occurred any change in national or documents as international financial, political or economic conditions or currency exchange rates or exchange controls which in the Required Lenders, through reasonable opinion of the Administrative Agent, may reasonably requestthe Required Lenders (in the case of any Loans to be denominated in an Alternative Currency) or the L/C Issuer (in the case of any Letter of Credit to be denominated in an Alternative Currency) would make it impracticable for such Credit Extension to be denominated in the relevant Alternative Currency. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurocurrency Rate Loans), certificate referred to in Section 2.22(a) with respect to an Extension Notice and certificate referred to in Section 2.21(d) with respect to any increase in the Aggregate Commitments, as applicable, submitted by the Borrower Company shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension, the effective date of an Extension Notice or the Increase Effective Date, as applicable.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Loan Notice requesting only a conversion of Loans to the other Type, Type or a continuation of Eurocurrency Eurodollar Rate Loans), an Extension Notice in accordance with Section 2.22 or a request for Additional Credit Commitments in accordance with Section 2.21 ) is subject to the satisfaction or waiver of following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article III VI or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the date of such Credit Extension, any Extension Notice and any Increase Effective Date, (i) except to the extent that (i) such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, date and (ii) except that for purposes of this Section 4.02, the such representations and warranties contained are qualified as to materiality, in Section 3.04 which case they shall be deemed to refer to the most recent statements furnished pursuant to subsections true and correct in all respects as of such date (a) and (bor such earlier date), respectively, of Section 5.01 and (iii) together with any additional items that will be disclosed on updated Schedules delivered on the next scheduled delivery date, as to which the Borrower has notified the Administrative Agent in writing. (b) No Default shall exist, exist or would result from such proposed Credit Extension or from the application of the proceeds thereof, extension of the Maturity Date in accordance with Section 2.22 or increase in Aggregate Commitments in accordance with Section 2.21. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender, shall have received a Request for Credit Extension, the certificate referred to in Section 2.22(a) with respect to an Extension Notice or the certificate referred to in Section 2.21(d) with respect to any increase in Aggregate Commitments, as applicable, in accordance with the requirements hereof. (d) The Administrative Agent shall have received such other approvals, opinions or documents as the Required Lenders, through the Administrative Agent, may reasonably request. Each Request for Credit Extension (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurocurrency Eurodollar Rate Loans), certificate referred to in Section 2.22(a) with respect to an Extension Notice and certificate referred to in Section 2.21(d) with respect to any increase in the Aggregate Commitments, as applicable, submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a5.02(a) and (b) have been satisfied (unless waived) on and as of the date of the applicable Credit Extension. Notwithstanding the foregoing, (i) the effective date only representations the accuracy of an Extension Notice or which shall be a condition to the Increase Effective availability of the Six3 Facilities on the Fifth Amendment Closing Date shall be the Specified Representations and the Specified Merger Agreement Representations and (ii) Section 5.02(b) shall not be a condition to the availability of the Six3 Facilities on the Fifth Amendment Closing Date, as applicable.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Rate Loans), an Extension Notice in accordance with Section 2.22 or a request for Additional Credit Commitments in accordance with Section 2.21 ) is subject to the following conditions precedent: (a) The representations and warranties of (i) the Borrowers and each other Loan Party contained in Article V and (ii) each Borrower and each other Loan Party contained in Article III or any each other Loan Document, Document or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (unless such representation and warranty is subject to a materiality or Material Adverse Effect qualifier in which case it will be true and correct in all respects) on and as of the date of such Credit Extension, any Extension Notice and any Increase Effective Date, (i) except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, (ii) and except that for purposes of this Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 3.04 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections clauses (a) and (b), respectively, of Section 5.01 and (iii) together with any additional items that will be disclosed on updated Schedules delivered on the next scheduled delivery date, as to which the Borrower has notified the Administrative Agent in writing6.01. (b) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof, extension of the Maturity Date in accordance with Section 2.22 or increase in Aggregate Commitments in accordance with Section 2.21. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender, Lender shall have received a Request for Credit Extension, the certificate referred to in Section 2.22(a) with respect to an Extension Notice or the certificate referred to in Section 2.21(d) with respect to any increase in Aggregate Commitments, as applicable, in accordance with the requirements hereof. (d) The Administrative Agent If the applicable Borrower is a Subsidiary Borrower, then the conditions of Section 2.15 to the designation of such Borrower as a Subsidiary Borrower shall have received such other approvals, opinions or documents as been met to the Required Lenders, through satisfaction of the Administrative Agent. (e) In the case of a Credit Extension to be denominated in an Alternative Currency, may reasonably requestsuch currency remains an Eligible Currency. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurocurrency Rate Loans), certificate referred to in Section 2.22(a) with respect to an Extension Notice and certificate referred to in Section 2.21(d) with respect to any increase in the Aggregate Commitments, as applicable, submitted by the Borrower Cxxxxxxxx shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension, the effective date of an Extension Notice or the Increase Effective Date, as applicable.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension after the initial Credit Extension on the Second Restatement Effective Date (other than a Committed Loan Notice requesting only a conversion Conversion of Committed Loans to the other Type, or a continuation of Eurocurrency LIBOR Rate Loans), an Extension Notice ) and of each L/C Issuer to issue each Letter of Credit after the initial L/C Credit Extensions requested on the Second Restatement Effective Date is in accordance with Section 2.22 or a request for Additional Credit Commitments in accordance with Section 2.21 is each case subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article III V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the date of such Credit Extension, any Extension Notice and any Increase Effective Date, except (i) except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, (ii) except that in the case of any representation and warranty qualified by materiality, they shall be true and correct in all respects and (iii) for purposes of this Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 3.04 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections clauses (a) and (b), respectively, of Section 5.01 and (iii) together with any additional items that will be disclosed on updated Schedules delivered on the next scheduled delivery date, as to which the Borrower has notified the Administrative Agent in writing6.01. (b) No Default or Event of Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof, extension of the Maturity Date in accordance with Section 2.22 or increase in Aggregate Commitments in accordance with Section 2.21. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer Issuers or the Swing Line Lender, Lender shall have received a Request for Credit Extension, the certificate referred to in Section 2.22(a) with respect to an Extension Notice or the certificate referred to in Section 2.21(d) with respect to any increase in Aggregate Commitments, as applicable, in accordance with the requirements hereof. (d) The Administrative Agent shall have received such other approvals, opinions or documents as the Required Lenders, through the Administrative Agent, may reasonably request. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion Conversion of Committed Loans to the other Type or a continuation of Eurocurrency LIBOR Rate Loans), certificate referred to in Section 2.22(a) with respect to an Extension Notice and certificate referred to in Section 2.21(d) with respect to any increase in the Aggregate Commitments, as applicable, submitted by the Lead Borrower shall be deemed to be a representation and warranty by the Borrowers that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension. 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 Administrative Agent to cease making Committed Loans, the effective date Lenders will fund their Applicable Percentage of an Extension Notice all Loans and L/C Advances and participate in all Swing Line Loans and Letters of Credit whenever made or issued, which are requested by the Lead Borrower and which, notwithstanding the failure of the Loan Parties to comply with the provisions of this Article IV, are agreed to by the Administrative Agent; provided, however, the making of any such Loans or the Increase Effective Date, issuance of any Letters of Credit shall not be deemed a modification or waiver by any Credit Party of the provisions of this Article IV on any future occasion or a waiver of any rights of the Credit Parties as applicablea result of any such failure to comply.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Rate Loans), an Extension Notice in accordance with Section 2.22 or a request for Additional Credit Commitments in accordance with Section 2.21 ) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article III VI or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, Document shall be true and correct in all material respects (or, if such representation or warranty is qualified by materiality or Material Adverse Effect, it shall be true and correct in all respects as drafted) on and as of the date of such Credit Extension, any Extension Notice and any Increase Effective Date, (i) except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or, if such representation or warranty is qualified by materiality or Material Adverse Effect, it shall be true and correct in all respects as drafted) as of such earlier date, (ii) except that for purposes of this Section 4.02, the representations and warranties contained in Section 3.04 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 5.01 and (iii) together with any additional items that will be disclosed on updated Schedules delivered on the next scheduled delivery date, as to which the Borrower has notified the Administrative Agent in writing. (b) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof, extension of the Maturity Date in accordance with Section 2.22 or increase in Aggregate Commitments in accordance with Section 2.21. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender, Lender shall have received a Request for Credit Extension, the certificate referred to in Section 2.22(a) with respect to an Extension Notice or the certificate referred to in Section 2.21(d) with respect to any increase in Aggregate Commitments, as applicable, in accordance with the requirements hereof. (d) The Administrative Agent In the case of a Credit Extension to be denominated in an Alternative Currency, there shall not have received such other approvalsoccurred any change in national or international financial, opinions political or documents as economic conditions or currency exchange rates or exchange controls which in the Required Lenders, through reasonable opinion of the Administrative Agent, may reasonably requestthe Required Lenders (in the case of any Loans to be denominated in an Alternative Currency) or the L/C Issuer (in the case of any Letter of Credit to be denominated in an Alternative Currency) would make it impracticable for such Credit Extension to be denominated in the relevant Alternative Currency. Each Request for Credit Extension (other than a Loan Notice requesting only a conversion of Loans to the other Type Type, or a continuation of Eurocurrency Rate Loans), certificate referred to in Section 2.22(a) with respect to an Extension Notice and certificate referred to in Section 2.21(d) with respect to any increase in the Aggregate Commitments, as applicable, submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a5.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension, the effective date of an Extension Notice or the Increase Effective Date, as applicable.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Rate Loans), an Extension Notice in accordance with Section 2.22 or a request for Additional Credit Commitments in accordance with Section 2.21 ) is subject to the following conditions precedent: (a) The representations and warranties of (i) the Borrower Borrowers contained in Article V and (ii) each other Loan Party contained in Article III or any each other Loan Document, Document or which are contained in any document furnished at any time under or in connection herewith or therewith, shall (i) with respect to representations and warranties that contain a materiality qualification, be true and correct on and as of the date of such Credit Extension and (ii) with respect to representations and warranties that do not contain a materiality qualification, be true and correct in all material respects on and as of the date of such Credit Extension, any Extension Notice and any Increase Effective Date, (i) except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall (i) with respect to representations and warranties that contain a materiality qualification, be true and correct on and as of such earlier date and (ii) with respect to representations and warranties that do not contain a materiality qualification, be true and correct in all material respects on and as of such earlier date, (ii) and except that for purposes of this Section 4.02, the representations and warranties contained in clauses (a) and (b) of Section 3.04 5.03 shall be deemed to refer to the most recent statements furnished pursuant to subsections clauses (a) and (b), respectively, of Section 5.01 and (iii) together with any additional items that will be disclosed on updated Schedules delivered on the next scheduled delivery date, as to which the Borrower has notified the Administrative Agent in writing6.01. (b) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof, extension of the Maturity Date in accordance with Section 2.22 or increase in Aggregate Commitments in accordance with Section 2.21. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender, Lender shall have received a Request for Credit Extension, the certificate referred to in Section 2.22(a) with respect to an Extension Notice or the certificate referred to in Section 2.21(d) with respect to any increase in Aggregate Commitments, as applicable, in accordance with the requirements hereof. (d) The If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.14 to the designation of such Borrower as a Designated Borrower shall have been met to the reasonable satisfaction of the Administrative Agent and any Lender, to the extent required by Section 2.14. (e) In the case of a Credit Extension to be denominated in an Alternative Currency, such currency remains an Eligible Currency. (f) There shall have received be no impediment, restriction, limitation or prohibition imposed under Law or by any Governmental Authority, as to the proposed financing under this Agreement or the repayment thereof or as to rights created under any Loan Document or as to application of the proceeds of the realization of any such other approvals, opinions or documents as the Required Lenders, through the Administrative Agent, may reasonably requestrights. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurocurrency Rate Loans), certificate referred to in Section 2.22(a) with respect to an Extension Notice and certificate referred to in Section 2.21(d) with respect to any increase in the Aggregate Commitments, as applicable, submitted by the a Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension, the effective date of an Extension Notice or the Increase Effective Date, as applicable.

Conditions to all Credit Extensions. The obligation of each the Lender to honor any Request for Credit Extension (other than a Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Rate Loans), an Extension Notice in accordance with Section 2.22 or a request for Additional Credit Commitments in accordance with Section 2.21 ) is subject to the following conditions precedent: (a) The representations and warranties of (i) the Borrower Borrowers contained in Article V, (ii) the Parent contained in Article IV of the Guaranty and (iii) each other Loan Party contained in Article III or any each other Loan Document, Document or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct on and as of the date of such Credit Extension, any Extension Notice and any Increase Effective Date, (i) except to the extent that such representations and warranties specifically refer to an earlier date, in which case .case they shall be true and correct as of such earlier date, (ii) and except that for purposes of this Section 4.02, the representations and warranties contained in subsection (a) of Section 3.04 4.06 of the Guaranty shall be deemed to refer to the most recent statements furnished pursuant to subsections clauses (a) and (b), respectively, of Section 5.01 and (iii) together with any additional items that will be disclosed on updated Schedules delivered on of the next scheduled delivery date, as to which the Borrower has notified the Administrative Agent in writingGuaranty. (b) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof, extension of the Maturity Date in accordance with Section 2.22 or increase in Aggregate Commitments in accordance with Section 2.21. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender, Lender shall have received a Request for Credit Extension, the certificate referred to in Section 2.22(a) with respect to an Extension Notice or the certificate referred to in Section 2.21(d) with respect to any increase in Aggregate Commitments, as applicable, in accordance with the requirements hereof. (d) The Administrative Agent If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.12 to the designation of such Borrower as a Designated Borrower shall have received been met to the satisfaction of the Lender. (e) In the case of a Credit Extension to be denominated in an Alternative Currency, there shall not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of the Lender would make it impracticable for such other approvals, opinions or documents as Credit Extension to be denominated in the Required Lenders, through the Administrative Agent, may reasonably requestrelevant Alternative Currency. Each Request for Credit Extension (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurocurrency Rate Loans), certificate referred to in Section 2.22(a) with respect to an Extension Notice and certificate referred to in Section 2.21(d) with respect to any increase in the Aggregate Commitments, as applicable, submitted by the Borrower Company shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension, the effective date of an Extension Notice or the Increase Effective Date, as applicable.

Conditions to all Credit Extensions. The obligation of each Lender and the L/C Issuer to honor any Request for Credit Extension (other than a Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Rate Loans), an Extension Notice in accordance with Section 2.22 or a request for Additional Credit Commitments in accordance with Section 2.21 is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Credit Party contained in Article III or any this Credit Agreement and the other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, Credit Documents shall be true and correct in all material respects on and as of the date of such Credit Extension, any Extension Notice and any Increase Effective Date, (i) except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects on and as of such earlier datedate (provided that representations and warranties that are qualified by materiality or reference to Material Adverse Effect shall be true and correct in all respects), (ii) and except that for purposes of this Section 4.02, the representations and warranties contained in Section 3.04 6.05 shall be deemed to refer to the most recent financial statements furnished pursuant to subsections (aSection 7.01(a) and (b), respectively, ) and to the date of Section 5.01 and (iii) together with any additional items that will be disclosed on updated Schedules delivered on the next scheduled delivery date, as to which the Borrower has notified the Administrative Agent in writingsuch financial statements. (b) No Default or Event of Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof, extension of the Maturity Date in accordance with Section 2.22 or increase in Aggregate Commitments in accordance with Section 2.21. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender, Swingline Lender shall have received a Request for Credit Extension, the certificate referred to in Section 2.22(a) with respect to an Extension Notice or the certificate referred to in Section 2.21(d) with respect to any increase in Aggregate Commitments, as applicable, in accordance with the requirements hereof. (d) The Administrative Agent In the case of a Credit Extension to be denominated in an Alternative Currency, there shall not have received such other approvalsoccurred any change in national or international financial, opinions political or documents as economic conditions or currency exchange rates or exchange controls which in the Required Lenders, through reasonable opinion of the Administrative Agent, may reasonably requestthe Required Lenders (in the case of any Loans to be denominated in an Alternative Currency) or the L/C Issuer (in the case of any Letter of Credit to be denominated in an Alternative Currency) would make it impracticable for such Credit Extension to be denominated in the relevant Alternative Currency. (e) The applicable requested Credit Extension complies with Section 2.01(h). Each Request for Credit Extension (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurocurrency Rate Loans), certificate referred to in Section 2.22(a) with respect to an Extension Notice and certificate referred to in Section 2.21(d) with respect to any increase in the Aggregate Commitments, as applicable, submitted by the Borrower shall be deemed to be a representation and warranty by the Borrower that the conditions specified in Sections 4.02(a5.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension, the effective date of an Extension Notice or the Increase Effective Date, as applicable.

Conditions to all Credit Extensions. The obligation of each Lender the L/C Issuer to honor any Request for Credit Extension (other than a Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Rate Loans), an Extension Notice in accordance with Section 2.22 or a request for Additional Credit Commitments in accordance with Section 2.21 is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article III V or in any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the date of such L/C Credit Extension, any Extension Notice and any Increase Effective Date, except (i) except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, date and (ii) except that for purposes in the case of this Section 4.02any representation and warranty qualified by materiality, the representations and warranties contained in Section 3.04 they shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) true and (b), respectively, of Section 5.01 and (iii) together with any additional items that will be disclosed on updated Schedules delivered on the next scheduled delivery date, as to which the Borrower has notified the Administrative Agent correct in writing.all respects; (b) No Default or Event of Default shall exist, or would result from such proposed L/C Credit Extension or from the application of the proceeds thereof, extension of the Maturity Date in accordance with Section 2.22 or increase in Aggregate Commitments in accordance with Section 2.21.; (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender, shall have received a Request for Credit Extension, the certificate referred to in Section 2.22(a) with respect to an Extension Notice or the certificate referred to in Section 2.21(d) with respect to any increase in Aggregate Commitments, as applicable, in accordance with the requirements hereof.; (d) The Administrative Agent No event or circumstance which could reasonably be expected to result in a Material Adverse Effect shall have received occurred (in determining whether any individual event would result in a Material Adverse Effect, notwithstanding that such event in and of itself does not have such effect, a Material Adverse Effect shall be deemed to have occurred if the cumulative effect of such event and all other approvals, opinions or documents as the Required Lenders, through the Administrative Agent, may reasonably requestthen existing events would result in a Material Adverse Effect); and (e) The Letters of Credit requested under any Request for Credit Extension shall have been Cash Collateralized. Each Request for Credit Extension (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurocurrency Rate Loans), certificate referred to in Section 2.22(a) with respect to an Extension Notice and certificate referred to in Section 2.21(d) with respect to any increase in the Aggregate Commitments, as applicable, submitted by the Borrower shall be deemed to be a representation and warranty by the Borrowers that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable L/C Credit Extension, . The conditions set forth in this Section 4.02 are for the effective date sole benefit of an Extension Notice or the Increase Effective Date, as applicableCredit Parties.

Conditions to all Credit Extensions. The obligation of each Lender to honor make any Request for Credit Extension (other than a Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Rate Loans), an Extension Notice in accordance with Section 2.22 or a request for Additional Credit Commitments in accordance with Section 2.21 is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in (i) Article III or any V and (ii) each other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, (I) to the extent already qualified with respect to “material” matters or “Material Adverse Effect”, shall be true and correct on and as of the date of such Credit Extension and (II) to the extent not already qualified with respect to “material” matters or “Material Adverse Effect”, shall be true and correct in all material respects on and as of the date of such Credit Extension, any Extension Notice and any Increase Effective Date, (i) except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct (in all material respects, or as so qualified, as applicable) as of such earlier date, (ii) and except that for purposes of this Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 3.04 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 5.01 and (iii) together with any additional items that will be disclosed on updated Schedules delivered on the next scheduled delivery date, as to which the Borrower has notified the Administrative Agent in writing6.01. (b) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof, extension of the Maturity Date in accordance with Section 2.22 or increase in Aggregate Commitments in accordance with Section 2.21. (c) The Administrative Agent and, if applicableAgent, the applicable L/C Issuer or and the Swing Line Lender, Collateral Administrator shall have received a Request for Credit Extension, the certificate referred to in Section 2.22(a) with respect to an Extension Notice or the certificate referred to in Section 2.21(d) with respect to any increase in Aggregate Commitments, as applicable, in accordance with the requirements hereof. (d) The Administrative Agent Agent, the L/C Issuer and the Collateral Administrator shall have received a Borrower Certification in accordance with the requirements hereof. (e) No Borrowing Base Deficiency shall exist on the date of such other approvalsCredit Extension or would arise after giving effect to such Credit Extension. (f) In the case of a Credit Extension to be denominated in an Alternative Currency, opinions there shall not have occurred any change in national or documents as international financial, political or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of the [***] CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION Administrative Agent; the Required LendersLenders (in the case of any Loans to be denominated in an Alternative Currency) or the L/C Issuer (in the case of any Letter of Credit to be denominated in an Alternative Currency) would make it impracticable for such Credit Extension to be denominated in the relevant Alternative Currency. (g) After giving effect to the proposed Credit Extension, through (i) the Administrative AgentTotal Outstandings would not exceed the Aggregate Commitments, may reasonably request(ii) the aggregate Outstanding Amount of all Credit Extensions denominated in Alternative Currencies would not exceed the Alternative Currency Sublimit and (iii) the Outstanding Amount of the L/C Obligations would not exceed the Letter of Credit Sublimit. (h) The Borrower has complied with all Trust Entity Requirements. Each Request for Credit Extension (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurocurrency Rate Loans), certificate referred to in Section 2.22(a) with respect to an Extension Notice and certificate referred to in Section 2.21(d) with respect to any increase in the Aggregate Commitments, as applicable, submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension, the effective date of an Extension Notice or the Increase Effective Date, as applicable.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Rate Loans), an Extension Notice in accordance with Section 2.22 or a request for Additional Credit Commitments in accordance with Section 2.21 ) is subject to the following conditions precedent: (a) The representations and warranties of (i) the Borrower Loan Parties contained in Article VI and (ii) each other Loan Party contained in Article III or any other each Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct on and as of the date of such Credit Extension, any Extension Notice and any Increase Effective Date, (i) except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, (ii) and except that for purposes of this Section 4.025.02, the representations and warranties contained in Section 3.04 6.01(a) shall be deemed to refer to the most recent audited financial statements furnished pursuant to subsections clause (a) of Section 7.01, and the representations and warranties contained in Section 6.01(b) shall be deemed to refer to the most recent balance sheet furnished pursuant to clauses (a) or (b), respectively, ) of Section 5.01 and (iii) together with any additional items that will be disclosed on updated Schedules delivered on the next scheduled delivery date, as to which the Borrower has notified the Administrative Agent in writing7.01. (b) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof, extension of the Maturity Date in accordance with Section 2.22 or increase in Aggregate Commitments in accordance with Section 2.21. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender, Lender shall have received a Request for Credit Extension, the certificate referred to in Section 2.22(a) with respect to an Extension Notice or the certificate referred to in Section 2.21(d) with respect to any increase in Aggregate Commitments, as applicable, in accordance with the requirements hereof. (d) The Administrative If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.14 to the designation of such Borrower as a Designated Borrower shall have been met to the satisfaction of Agent. (e) Agent shall have received received, in form and substance reasonably satisfactory to it, such other approvalsassurances, opinions certificates, documents or documents consents related to the foregoing as Agent or the Required LendersLenders reasonably may require. In the case of a Credit Extension to be denominated in an Alternative Currency, through there shall not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which in the Administrative reasonable opinion of Agent, may reasonably requestthe Required Lenders (in the case of any Loans to be denominated in an Alternative Currency) or the L/C Issuer (in the case of any Letter of Credit to be denominated in an Alternative Currency) would make it impracticable for such Credit Extension to be denominated in the relevant Alternative Currency. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurocurrency Rate Loans), certificate referred to in Section 2.22(a) with respect to an Extension Notice and certificate referred to in Section 2.21(d) with respect to any increase in the Aggregate Commitments, as applicable, submitted by the Borrower Company shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a5.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension, the effective date of an Extension Notice or the Increase Effective Date, as applicable.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Eurodollar Rate Loans), an Extension Notice in accordance with Section 2.22 or a request for Additional Credit Commitments in accordance with Section 2.21 ) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article III VI or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the date of such Credit Extension, any Extension Notice and any Increase Effective Date, (i) except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, (ii) and except that for purposes of this Section 4.025.02, the representations and warranties contained in subsections (a) and (b) of Section 3.04 6.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections clauses (a) and (b), respectively, of Section 5.01 and (iii) together with any additional items that will be disclosed on updated Schedules delivered on the next scheduled delivery date, as to which the Borrower has notified the Administrative Agent in writing7.01. (b) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof, extension of the Maturity Date in accordance with Section 2.22 or increase in Aggregate Commitments in accordance with Section 2.21Extension. (c) There shall not have been commenced against any Consolidated Party an involuntary case under any applicable Debtor Relief Law, now or hereafter in effect, or any case, proceeding or other action for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of such Person or for any substantial part of its Property or for the winding up or liquidation of its affairs, and such involuntary case or other case, proceeding or other action shall remain undismissed. (d) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender, shall have received a Request for Credit Extension, the certificate referred to in Section 2.22(a) with respect to an Extension Notice or the certificate referred to in Section 2.21(d) with respect to any increase in Aggregate Commitments, as applicable, in accordance with the requirements hereof. (d) The Administrative Agent shall have received such other approvals, opinions or documents as the Required Lenders, through the Administrative Agent, may reasonably request. Each Request for Credit Extension (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurocurrency Eurodollar Rate Loans), certificate referred to in Section 2.22(a) with respect to an Extension Notice and certificate referred to in Section 2.21(d) with respect to any increase in the Aggregate Commitments, as applicable, submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a5.02(a), (b) and (bc) have been satisfied on and as of the date of the applicable Credit Extension, the effective date of an Extension Notice or the Increase Effective Date, as applicable.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Rate Loans), an Extension Notice in accordance with Section 2.22 or a request for Additional Credit Commitments in accordance with Section 2.21 ) is subject to the following conditions precedent: (a) The representations and warranties of (i) the Borrower contained in Article V and (ii) each other Loan Party contained in Article III or any each other Loan Document, Document or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (or, with respect to any representation or warranty that is itself modified or qualified by materiality or a “Material Adverse Effect” standard, such representation or warranty shall be true and correct in all respects) on and as of the date of such Credit Extension, any Extension Notice and any Increase Effective Date, (i) except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, (ii) and except that for purposes of this Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 3.04 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections clauses (a) and (b), respectively, of Section 5.01 and (iii) together with any additional items that will be disclosed on updated Schedules delivered on the next scheduled delivery date, as to which the Borrower has notified the Administrative Agent in writing6.01. (b) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof, extension of the Maturity Date in accordance with Section 2.22 or increase in Aggregate Commitments in accordance with Section 2.21. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender, Lender shall have received a Request for Credit Extension, the certificate referred to in Section 2.22(a) with respect to an Extension Notice or the certificate referred to in Section 2.21(d) with respect to any increase in Aggregate Commitments, as applicable, in accordance with the requirements hereof. (d) The Administrative Agent In the case of a Credit Extension to be denominated in an Alternative Currency, there shall not have received such other approvalsoccurred any change in national or international financial, opinions political or documents as economic conditions or currency exchange rates or exchange controls which in the Required Lenders, through reasonable opinion of the Administrative Agent, may reasonably requestthe Required Lenders (in the case of any Loans to be denominated in an Alternative Currency) or the L/C Issuer (in the case of any Letter of Credit to be denominated in an Alternative Currency) would make it impracticable for such Credit Extension to be denominated in the relevant Alternative Currency. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurocurrency Rate Loans), certificate referred to in Section 2.22(a) with respect to an Extension Notice and certificate referred to in Section 2.21(d) with respect to any increase in the Aggregate Commitments, as applicable, submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied (or waived in accordance with Section 10.01) on and as of the date of the applicable Credit Extension, the effective date of an Extension Notice or the Increase Effective Date, as applicable.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Rate Loans), an Extension Notice in accordance with Section 2.22 or a request for Additional Credit Commitments in accordance with Section 2.21 is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article III VI or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the date of such Credit Extension, any Extension Notice and any Increase Effective Date, (i) except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, (ii) and except that for purposes of this Section 4.025.02, the representations and warranties contained in subsections (a) and (b) of Section 3.04 6.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections clauses (a) and (b), respectively, of Section 5.01 and (iii) together with any additional items that will be disclosed on updated Schedules delivered on the next scheduled delivery date, as to which the Borrower has notified the Administrative Agent in writing7.01. (b) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof, extension of the Maturity Date in accordance with Section 2.22 or increase in Aggregate Commitments in accordance with Section 2.21Extension. (c) There shall not have been commenced against the Borrower or any Subsidiary an involuntary case under any applicable Debtor Relief Law, now or hereafter in effect, or any case, proceeding or other action for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of such Person or for any substantial part of its Property or for the winding up or liquidation of its affairs, and such involuntary case or other case, proceeding or other action shall remain undismissed. (d) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender, Lender shall have received a Request for Credit Extension, the certificate referred to in Section 2.22(a) with respect to an Extension Notice or the certificate referred to in Section 2.21(d) with respect to any increase in Aggregate Commitments, as applicable, in accordance with the requirements hereof. (de) The In the case of a Credit Extension to be denominated in an Alternative Currency, there shall not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of the Administrative Agent shall have received such other approvals, opinions or documents as the Required Lenders, through Lenders would make it impracticable for such Credit Extension to be denominated in the Administrative Agent, may reasonably requestrelevant Alternative Currency. Each Request for Credit Extension (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurocurrency Rate Loans), certificate referred to in Section 2.22(a) with respect to an Extension Notice and certificate referred to in Section 2.21(d) with respect to any increase in the Aggregate Commitments, as applicable, submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a5.02(a), (b) and (bc) have been satisfied on and as of the date of the applicable Credit Extension, the effective date of an Extension Notice or the Increase Effective Date, as applicable.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Rate Loans), an Extension Notice in accordance with Section 2.22 or a request for Additional Credit Commitments in accordance with Section 2.21 ) is subject to the following conditions precedent: (a) The representations and warranties of (i) the Borrower Borrowers contained in Article V and (ii) each other Loan Party contained in Article III or any each other Loan Document, Document or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct on and as of the date of such Credit Extension, any Extension Notice and any Increase Effective Date, (i) except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, (ii) and except that for purposes of this Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 3.04 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections clauses (a) and (b), respectively, of Section 5.01 and (iii) together with any additional items that will be disclosed on updated Schedules delivered on the next scheduled delivery date, as to which the Borrower has notified the Administrative Agent in writing6.01. (b) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof, extension of the Maturity Date in accordance with Section 2.22 or increase in Aggregate Commitments in accordance with Section 2.21. (c) The Administrative Agent and, if applicable, the applicable an L/C Issuer or the Swing Line Lender, Lender shall have received a Request for Credit Extension, the certificate referred to in Section 2.22(a) with respect to an Extension Notice or the certificate referred to in Section 2.21(d) with respect to any increase in Aggregate Commitments, as applicable, in accordance with the requirements hereof. (d) The Administrative Agent If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.14 to the designation of such Borrower as a Designated Borrower shall have received such other approvalsbeen met to the satisfaction of the Administrative Agent. (e) In the case of a Credit Extension to be denominated in an Alternative Currency, opinions there shall not have occurred any change in national or documents as international financial, political or economic conditions or currency exchange rates or exchange controls which in the Required Lenders, through reasonable opinion of the Administrative Agent, may reasonably requestthe Required Lenders (in the case of any Loans to be denominated in an Alternative Currency) or the applicable L/C Issuer (in the case of any Letter of Credit to be denominated in an Alternative Currency) would make it impracticable for such Credit Extension to be denominated in the relevant Alternative Currency. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurocurrency Rate Loans), certificate referred to in Section 2.22(a) with respect to an Extension Notice and certificate referred to in Section 2.21(d) with respect to any increase in the Aggregate Commitments, as applicable, submitted by the Borrower Company shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension, the effective date of an Extension Notice or the Increase Effective Date, as applicable.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Rate Committed Loans), an Extension Notice in accordance with Section 2.22 or a request for Additional Credit Commitments in accordance with Section 2.21 ) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article III 5 or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, Document shall be true and correct in all material respects on and as of the date of such Credit Extension, any Extension Notice and any Increase Effective Date, except (i) except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, date and (ii) except that for purposes of this Section 4.024.02(a), the representations and warranties contained in Section 3.04 5.05(a) shall be deemed to refer to the most recent financial statements furnished pursuant to subsections (aSections 6.01(a) and (b6.01(b) and, in the case of the financial statements furnished pursuant to Section 6.01(b), respectively, of the representations contained in Section 5.01 and (iii) together with any additional items that will be disclosed on updated Schedules delivered on the next scheduled delivery date5.05(a), as modified by this clause (ii), shall be qualified by the statement that such financial statements are subject to which the Borrower has notified the Administrative Agent in writingabsence of footnotes and year-end audit adjustments. (b) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof, extension of the Maturity Date in accordance with Section 2.22 or increase in Aggregate Commitments in accordance with Section 2.21therefrom. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the applicable Swing Line Lender, Lender shall have received a Request for Credit Extension, the certificate referred to in Section 2.22(a) with respect to an Extension Notice or the certificate referred to in Section 2.21(d) with respect to any increase in Aggregate Commitments, as applicable, in accordance with the requirements hereof. (d) The Administrative Agent If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.15 to the designation of such Borrower as a Designated Borrower shall have received such other approvalsbeen met to the reasonable satisfaction of the Administrative Agent. (e) In the case of a Credit Extension to be denominated in an Alternative Currency, opinions there shall not have occurred any change in national or documents as international financial, political or economic conditions or currency exchange rates or exchange controls which in the Required Lenders, through reasonable opinion of the Administrative Agent, may reasonably requestthe Required Lenders (in the case of any Loans to be denominated in an Alternative Currency) or the L/C Issuer (in the case of any Letter of Credit to be denominated in an Alternative Currency) would make it impracticable for such Credit Extension to be denominated in the relevant Alternative Currency. (f) After giving effect to any such Request for Credit Extension occurring during the five Business Day period immediately preceding the Maturity Date with respect to the 2012 Multicurrency Revolving Credit Commitments, the Borrowers would not be required by Section 2.06(b)(vii) to prepay or cause to be prepaid Multicurrency Revolving Credit Loans and/or cash collateralize or cause to be cash collateralized the L/C Obligations. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurocurrency Rate Committed Loans), certificate referred to in Section 2.22(a) with respect to an Extension Notice and certificate referred to in Section 2.21(d) with respect to any increase in the Aggregate Commitments, as applicable, submitted by the Borrower Company shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and 4.02(b) (band, if applicable, (c)) have been satisfied on and as of the date of the applicable Credit Extension, the effective date of an Extension Notice or the Increase Effective Date, as applicable.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Rate Loans), an Extension Notice in accordance with Section 2.22 or a request for Additional Credit Commitments in accordance with Section 2.21 ) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article III V (other than those set forth and contained in Section 5.05(c)) or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct on and as of the date of such Credit Extension, any Extension Notice and any Increase Effective Date, (i) except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, (ii) and except that for purposes of this Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 3.04 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections clauses (a) and (b), respectively, of Section 5.01 and (iii) together with any additional items that will be disclosed on updated Schedules delivered on the next scheduled delivery date, as to which the Borrower has notified the Administrative Agent in writing6.01. (b) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof, extension of the Maturity Date in accordance with Section 2.22 or increase in Aggregate Commitments in accordance with Section 2.21. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender, shall have received a Request for Credit Extension, the certificate referred to in Section 2.22(a) with respect to an Extension Notice or the certificate referred to in Section 2.21(d) with respect to any increase in Aggregate Commitments, as applicable, in accordance with the requirements hereof. (d) The Administrative Agent shall have received received, in form and substance satisfactory to it, such other approvalsassurances, opinions certificates, documents or documents consents related to the foregoing as Administrative Agent or the Required LendersLenders reasonably may require. (e) In the case of a Credit Extension to be denominated in an Alternative Currency, through there shall not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which in the reasonable good faith opinion of the Administrative Agent, may reasonably requestthe Required Lenders (in the case of any Loans to be denominated in an Alternative Currency) or the L/C Issuer (in the case of any Letter of Credit to be denominated in an Alternative Currency) would make it impracticable for such Credit Extension to be denominated in the relevant Alternative Currency. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type Type, or a continuation of Eurocurrency Rate Loans), certificate referred to in Section 2.22(a) with respect to an Extension Notice and certificate referred to in Section 2.21(d) with respect to any increase in the Aggregate Commitments, as applicable, submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension, the effective date of an Extension Notice or the Increase Effective Date, as applicable.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Rate Loans or Peso Rate Loans), an Extension Notice in accordance with Section 2.22 or a request for Additional Credit Commitments in accordance with Section 2.21 ) is subject to the following conditions precedent: (a) The representations and warranties of (i) the Borrower Borrowers contained in Article V and (ii) each other Loan Party contained in Article III or any each other Loan Document, Document or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the date of such Credit Extension, any Extension Notice and any Increase Effective Date, (i) except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, (ii) and except that for purposes of this Section 4.02, the representations and warranties contained in clauses (a) and (b) of Section 3.04 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections clauses (a) and (b)) of Section 6.01, respectively, of Section 5.01 and (iii) together with any additional items that will be disclosed on updated Schedules delivered on the next scheduled delivery date, as to which the Borrower has notified the Administrative Agent in writing. (b) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof, extension of the Maturity Date in accordance with Section 2.22 or increase in Aggregate Commitments in accordance with Section 2.21. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender, Lender shall have received a Request for Credit Extension, the certificate referred to in Section 2.22(a) with respect to an Extension Notice or the certificate referred to in Section 2.21(d) with respect to any increase in Aggregate Commitments, as applicable, in accordance with the requirements hereof. (d) The Administrative Agent If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.14 to the designation of such Borrower as a Designated Borrower shall have received such other approvalsbeen met to the satisfaction of the Administrative Agent. (e) In the case of a Credit Extension to be denominated in an Alternative Currency, opinions there shall not have occurred any change in national or documents as international financial, political or economic conditions or currency exchange rates or exchange controls which in the Required Lenders, through reasonable opinion of the Administrative Agent, may reasonably requestthe Required Lenders (in the case of any Loans to be denominated in an Alternative Currency) or the L/C Issuer (in the case of any Letter of Credit to be denominated in an Alternative Currency) would make it impracticable for such Credit Extension to be denominated in the relevant Alternative Currency. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurocurrency Rate Loans or Peso Rate Loans), certificate referred to in Section 2.22(a) with respect to an Extension Notice and certificate referred to in Section 2.21(d) with respect to any increase in the Aggregate Commitments, as applicable, submitted by the Borrower Company shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension, the effective date of an Extension Notice or the Increase Effective Date, as applicable.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Rate Loans), an Extension Notice in accordance with Section 2.22 or a request for Additional Credit Commitments in accordance with Section 2.21 including making any Incremental Term Loan) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article III VI or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the date of such Credit Extension, any Extension Notice and any Increase Effective Date, (i) except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, (ii) and except that for purposes of this Section 4.025.02, the representations and warranties contained in subsections (a) and (b) of Section 3.04 6.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections clauses (a) and (b), respectively, of Section 5.01 and (iii) together with any additional items that will be disclosed on updated Schedules delivered on the next scheduled delivery date, as to which the Borrower has notified the Administrative Agent in writing7.01. (b) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof, extension of the Maturity Date in accordance with Section 2.22 or increase in Aggregate Commitments in accordance with Section 2.21Extension. (c) There shall not have been commenced against the Borrower or any Subsidiary an involuntary case under any applicable Debtor Relief Law, now or hereafter in effect, or any case, proceeding or other action for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of such Person or for any substantial part of its Property or for the winding up or liquidation of its affairs, and such involuntary case or other case, proceeding or other action shall remain undismissed. (d) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender, Lender shall have received a Request for Credit Extension, the certificate referred to in Section 2.22(a) with respect to an Extension Notice or the certificate referred to in Section 2.21(d) with respect to any increase in Aggregate Commitments, as applicable, in accordance with the requirements hereof. (d) The Administrative Agent shall have received such other approvals, opinions or documents as the Required Lenders, through the Administrative Agent, may reasonably request. Each Request for Credit Extension (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurocurrency Rate Loans), certificate referred to in Section 2.22(a) with respect to an Extension Notice and certificate referred to in Section 2.21(d) with respect to any increase in the Aggregate Commitments, as applicable, submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a5.02(a), (b) and (bc) have been satisfied on and as of the date of the applicable Credit Extension, the effective date of an Extension Notice or the Increase Effective Date, as applicable.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than (i) a Loan Notice requesting only a conversion of Loans to the other Type, or (ii) a continuation of Eurocurrency Rate SOFR Loans or Daily Simple Swing Line Loans), an Extension or (iii) a Swing Line Loan Notice in accordance with Section 2.22 or requesting only a request for Additional Credit Commitments in accordance with Section 2.21 conversion of Swing Line Loans to the other Type) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article III V (except the representations and warranties in Sections 5.04(d) and 5.05, as to any matter which has theretofore been disclosed in writing by the Borrower to the Lenders by written notice given to the Administrative Agent) or in any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (provided that (i) if a representation and warranty is qualified by materiality or Material Adverse Effect, then it shall be true and correct in all respects, and (ii) the representation and warranty made in Section 5.15(a) shall be true and correct in all respects) on and as of the date of such Credit ExtensionExtension (or, any Extension Notice and any Increase Effective Date, (i) except to the extent that if such representations and warranties specifically refer to representation speaks as of an earlier date, in which case they shall be true and correct as of such earlier date, (ii) except that for purposes of this Section 4.02, the representations and warranties contained in Section 3.04 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 5.01 and (iii) together with any additional items that will be disclosed on updated Schedules delivered on the next scheduled delivery date, as to which the Borrower has notified the Administrative Agent in writing. (b) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof, extension of the Maturity Date in accordance with Section 2.22 or increase in Aggregate Commitments in accordance with Section 2.21Extension. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender, Lender shall have received a Request for Credit Extension, the certificate referred to in Section 2.22(a) with respect to an Extension Notice or the certificate referred to in Section 2.21(d) with respect to any increase in Aggregate Commitments, as applicable, in accordance with the requirements hereof. (d) The Administrative Agent To the extent that any of the proceeds of such Request for Credit Extension shall have received be used to repay, redeem or refinance any Senior Notes, the Total Revolving Outstandings shall not exceed 85% of the Aggregate Revolving Commitments immediately after giving effect to such other approvals, opinions or documents as Request for Credit Extension and the Required Lenders, through the Administrative Agent, may reasonably requestuse of proceeds thereof. Each Request for Credit Extension (other than (i) a Loan Notice requesting only a conversion of Loans to the other Type or Type, (ii) a continuation of Eurocurrency Rate SOFR Loans or Daily Simple Swing Line Loans), certificate referred or (iii) a Swing Line Loan Notice requesting only a conversion of Swing Line Loans to in Section 2.22(athe other Type) with respect to an Extension Notice and certificate referred to in Section 2.21(d) with respect to any increase in the Aggregate Commitments, as applicable, submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a), (b) and (bd) (solely to the extent that the proceeds of such Request for Credit Extension shall be used to repay, redeem or refinance any Senior Notes), have been satisfied on and as of the date of the applicable Credit Extension, the effective date of an Extension Notice or the Increase Effective Date, as applicable.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Rate Loans), an Extension Notice in accordance with Section 2.22 or a request for Additional Credit Commitments in accordance with Section 2.21 is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article III V (other than Section 5.05(d)) or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct on and as of the date of such Credit Extension, any Extension Notice and any Increase Effective Date, (i) except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, (ii) except that for purposes of this Section 4.02, the representations and warranties contained in Section 3.04 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 5.01 and (iii) together with any additional items that will be disclosed on updated Schedules delivered on the next scheduled delivery date, as to which the Borrower has notified the Administrative Agent in writing. (b) No Event of Default shall exist, exist or would result from such proposed Credit Extension or from the application of the proceeds thereof, extension of the Maturity Date in accordance with Section 2.22 or increase in Aggregate Commitments in accordance with Section 2.21. (c) The There shall not have been commenced against the Borrower an involuntary case under any applicable Debtor Relief Law, now or hereafter in effect, or any case, proceeding or other action for the appointment of a receiver, liquidator, assignee, custodian, trustee or sequestrator (or similar official) of such Person or for any substantial part of its Property or for the winding up or liquidation of its affairs, and such involuntary case or other case, proceeding or other action shall remain undismissed. (d) In the case of a Borrowing, the Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender, shall have received a Request for Credit Extension, the certificate referred to in Section 2.22(a) with respect to an Extension Loan Notice or the certificate referred to in Section 2.21(d) with respect to any increase in Aggregate Commitments, as applicable, in accordance with the requirements hereof. (de) The In the case of a L/C Credit Extension: (i) the Administrative Agent and the L/C Issuer shall have received a Letter of Credit Application or Letter of Credit Transfer Notice in accordance with the requirements hereof; and (ii) after giving effect to such other approvalsL/C Credit Extension, opinions or documents as the Required Lenders, through aggregate L/C Exposure shall not exceed the Administrative Agent, may reasonably requestLetter of Credit Sublimit. Each Request for Credit Extension (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurocurrency Rate Loans), certificate referred to in Section 2.22(a) with respect to an Extension Notice and certificate referred to in Section 2.21(d) with respect to any increase in the Aggregate Commitments, as applicable, submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a), (b) and (bc) have been satisfied on and as of the date of the applicable Credit Extension, the effective date of an Extension Notice or the Increase Effective Date, as applicable.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Rate Loans), an Extension Notice in accordance with Section 2.22 or a request for Additional Credit Commitments in accordance with Section 2.21 ) is subject to the following conditions precedent: (a) The representations and warranties of (i) the Borrowers contained in Article V, other than (A) the representation and warranty contained in Section 5.05(c), which shall only be required to be made on the Closing Date, and (B) with respect to any Foreign Obligor that is not the Borrower in respect of the requested Credit Extension, the representation and warranty in Section 5.03, in which case such representation and warranty shall be true and correct with respect to such Foreign Obligor as of the last time it was made or deemed made, and (ii) each other Loan Party contained in Article III or any each other Loan Document, Document or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the date of such Credit Extension, any Extension Notice and any Increase Effective Date, (i) except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, (ii) and except that for purposes of this Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 3.04 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections clauses (a) and (b), respectively, of Section 5.01 and (iii) together with any additional items that will be disclosed on updated Schedules delivered on the next scheduled delivery date, as to which the Borrower has notified the Administrative Agent in writing6.01. (b) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof, extension of the Maturity Date in accordance with Section 2.22 or increase in Aggregate Commitments in accordance with Section 2.21. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender, Lender shall have received a Request for Credit Extension, the certificate referred to in Section 2.22(a) with respect to an Extension Notice or the certificate referred to in Section 2.21(d) with respect to any increase in Aggregate Commitments, as applicable, in accordance with the requirements hereof. (d) The Administrative Agent If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.14 to the designation of such Borrower as a Designated Borrower shall have received such other approvalsbeen met to the satisfaction of the Administrative Agent. (e) In the case of a Credit Extension to be denominated in an Alternative Currency, opinions there shall not have occurred any change in national or documents as international financial, political or economic conditions or currency exchange rates or exchange controls which in the Required Lenders, through reasonable opinion of the Administrative Agent, may reasonably requestthe Required Lenders (in the case of any Loans to be denominated in an Alternative Currency) or the L/C Issuer (in the case of any Letter of Credit to be denominated in an Alternative Currency) would make it impracticable for such Credit Extension to be denominated in the relevant Alternative Currency. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurocurrency Rate Loans), certificate referred to in Section 2.22(a) with respect to an Extension Notice and certificate referred to in Section 2.21(d) with respect to any increase in the Aggregate Commitments, as applicable, submitted by the Borrower Company shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension, the effective date of an Extension Notice or the Increase Effective Date, as applicable.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion Conversion of Committed Loans to the other Type, or a continuation of Eurocurrency LIBOR Rate Loans), an Extension Notice in accordance with Section 2.22 or a request for Additional ) and of each L/C Issuer to issue each Letter of Credit Commitments in accordance with Section 2.21 is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article III V or in any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct on and as of the date of such Credit Extension, any Extension Notice and any Increase Effective Date, except (i) except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, (ii) except that in the case of any representation and warranty qualified by materiality, they shall be true and correct in all respects and (iii) for purposes of this Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 3.04 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections clauses (a) and (b), respectively, of Section 5.01 and (iii) together with any additional items that will be disclosed on updated Schedules delivered on the next scheduled delivery date, as to which the Borrower has notified the Administrative Agent in writing6.01. (b) No Default or Event of Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof, extension of the Maturity Date in accordance with Section 2.22 or increase in Aggregate Commitments in accordance with Section 2.21. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender, Lender shall have received a Request for Credit Extension, the certificate referred to in Section 2.22(a) with respect to an Extension Notice or the certificate referred to in Section 2.21(d) with respect to any increase in Aggregate Commitments, as applicable, in accordance with the requirements hereof. (d) The Administrative Agent No event or circumstance which could reasonably be expected to result in a Material Adverse Effect shall have received such other approvals, opinions or documents as the Required Lenders, through the Administrative Agent, may reasonably requestoccurred. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion Conversion of Committed Loans to the other Type or a continuation of Eurocurrency LIBOR Rate Loans), certificate referred to in Section 2.22(a) with respect to an Extension Notice and certificate referred to in Section 2.21(d) with respect to any increase in the Aggregate Commitments, as applicable, submitted by the Lead Borrower shall be deemed to be a representation and warranty by the Borrowers that the conditions specified in Sections 4.02(a), (b) and (bd) have been satisfied on and as of the date of the applicable Credit Extension. The conditions set forth in this Section 4.02 are for the sole benefit of the Credit Parties, but until the Required Lenders (or, if there are two (2) or fewer Lenders, any Lender) otherwise direct the Agent to cease making Loans and issuing Letters of Credit, the effective date Lenders will fund their Applicable Percentage of an Extension Notice all Loans and L/C Advances and participate in all Swing Line Loans and Letters of Credit whenever made or issued, which are requested by the Lead Borrower and which, notwithstanding the failure of the Loan Parties to comply with the provisions of this Article IV, agreed to by the Agent, provided, however, the making of any such Loans or the Increase Effective Date, issuance of any Letters of Credit shall not be deemed a modification or waiver by any Credit Party of the provisions of this Article IV on any future occasion or a waiver of any rights or the Credit Parties as applicablea result of any such failure to comply.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension after the initial Credit Extension on the Restatement Effective Date (other than a Committed Loan Notice requesting only a conversion Conversion of Committed Loans to the other Type, or a continuation of Eurocurrency LIBOR Rate Loans), an Extension Notice ) and of each L/C Issuer to issue each Letter of Credit after the initial L/C Credit Extensions requested on the Restatement Effective Date is in accordance with Section 2.22 or a request for Additional Credit Commitments in accordance with Section 2.21 is each case subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article III V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the date of such Credit Extension, any Extension Notice and any Increase Effective Date, except (i) except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, (ii) except that in the case of any representation and warranty qualified by materiality, they shall be true and correct in all respects and (iii) for purposes of this Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 3.04 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections clauses (a) and (b), respectively, of Section 5.01 and (iii) together with any additional items that will be disclosed on updated Schedules delivered on the next scheduled delivery date, as to which the Borrower has notified the Administrative Agent in writing6.01. (b) No Default or Event of Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof, extension of the Maturity Date in accordance with Section 2.22 or increase in Aggregate Commitments in accordance with Section 2.21. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer Issuers or the Swing Line Lender, Lender shall have received a Request for Credit Extension, the certificate referred to in Section 2.22(a) with respect to an Extension Notice or the certificate referred to in Section 2.21(d) with respect to any increase in Aggregate Commitments, as applicable, in accordance with the requirements hereof. (d) The Administrative Agent shall have received such other approvals, opinions or documents as the Required Lenders, through the Administrative Agent, may reasonably request. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion Conversion of Committed Loans to the other Type or a continuation of Eurocurrency LIBOR Rate Loans), certificate referred to in Section 2.22(a) with respect to an Extension Notice and certificate referred to in Section 2.21(d) with respect to any increase in the Aggregate Commitments, as applicable, submitted by the Lead Borrower shall be deemed to be a representation and warranty by the Borrowers that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension. 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 Administrative Agent to cease making Committed Loans, the effective date Lenders will fund their Applicable Percentage of an Extension Notice all Loans and L/C Advances and participate in all Swing Line Loans and Letters of Credit whenever made or issued, which are requested by the Lead Borrower and which, notwithstanding the failure of the Loan Parties to comply with the provisions of this Article IV, are agreed to by the Administrative Agent; provided, however, the making of any such Loans or the Increase Effective Date, issuance of any Letters of Credit shall not be deemed a modification or waiver by any Credit Party of the provisions of this Article IV on any future occasion or a waiver of any rights of the Credit Parties as applicablea result of any such failure to comply.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Rate Loans), an Extension Notice in accordance with Section 2.22 or a request for Additional Credit Commitments in accordance with Section 2.21 ) is subject to the following conditions precedent: (a) The representations and warranties of (i) the Borrower Borrowers contained in Article V and (ii) each other Loan Party contained in Article III or any each other Loan Document, Document or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the date of such Credit ExtensionExtension (other than representations and warranties qualified by materiality, any Extension Notice which shall be true and any Increase Effective Datecorrect in all respects), (i) except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, (ii) and except that for purposes of this Section 4.02, the representations and warranties contained in clause (a) of Section 3.04 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections clause (a) and (b), respectively, of Section 5.01 and (iii) together with any additional items that will be disclosed on updated Schedules delivered on the next scheduled delivery date, as to which the Borrower has notified the Administrative Agent in writing6.01. (b) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof, extension of the Maturity Date in accordance with Section 2.22 or increase in Aggregate Commitments in accordance with Section 2.21. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender, Lender shall have received a Request for Credit Extension, the certificate referred to in Section 2.22(a) with respect to an Extension Notice or the certificate referred to in Section 2.21(d) with respect to any increase in Aggregate Commitments, as applicable, in accordance with the requirements hereof. (d) The Administrative Agent If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.14 to the designation of such Borrower as a Designated Borrower shall have received such other approvalsbeen met to the reasonable satisfaction of the Administrative Agent. (e) In the case of a Credit Extension to be denominated in an Alternative Currency, opinions there shall not have occurred any change in national or documents as international financial, political or economic conditions or currency exchange rates or exchange controls which in the Required Lenders, through reasonable opinion of the Administrative Agent, may reasonably requestthe Required Lenders (in the case of any Revolving Credit Loans to be denominated in an Alternative Currency) or the L/C Issuer (in the case of any Letter of Credit to be denominated in an Alternative Currency) would make it impracticable for such Credit Extension to be denominated in the relevant Alternative Currency. Each Request for Credit Extension (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurocurrency Rate Loans), certificate referred to in Section 2.22(a) with respect to an Extension Notice and certificate referred to in Section 2.21(d) with respect to any increase in the Aggregate Commitments, as applicable, submitted by the Borrower Company shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension, the effective date of an Extension Notice or the Increase Effective Date, as applicable.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Term Rate Loans or Daily SOFR Loans), an Extension Notice in accordance with Section 2.22 or a request for Additional Credit Commitments in accordance with Section 2.21 as the case may be,) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party Parties contained in Article III V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (or, in the case of any such representation or warranty already qualified by materiality, in all respects) on and as of the date of such Credit Extension, any Extension Notice and any Increase Effective Date, (i) except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or, in the case of any such representation or warranty already qualified by materiality, in all respects) as of such earlier date, (ii) and except that for purposes of this Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 3.04 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 5.01 and (iii) together with any additional items that will be disclosed on updated Schedules delivered on the next scheduled delivery date, as to which the Borrower has notified the Administrative Agent in writing6.01. (b) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof, extension of the Maturity Date in accordance with Section 2.22 or increase in Aggregate Commitments in accordance with Section 2.21. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender, Lender shall have received a Request for Credit Extension, the certificate referred to in Section 2.22(a) with respect to an Extension Notice or the certificate referred to in Section 2.21(d) with respect to any increase in Aggregate Commitments, as applicable, in accordance with the requirements hereof. (d) The Administrative Agent In the case of a Credit Extension to be denominated in the Alternative Currency, there shall not have received such other approvalsoccurred any change in national or international financial, opinions political or documents as economic conditions or currency exchange rates or exchange controls which in the Required Lenders, through reasonable opinion of the Administrative Agent, may reasonably requestthe Required Lenders (in the case of any Loans to be denominated in the Alternative Currency) or the applicable L/C Issuer (in the case of any Letter of Credit to be denominated in the Alternative Currency) would make it impracticable for such Credit Extension to be denominated in the Alternative Currency. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurocurrency Term Rate Loans or Daily SOFR Loans), certificate referred to in Section 2.22(a) with respect to an Extension Notice and certificate referred to in Section 2.21(d) with respect to any increase in the Aggregate Commitments, as applicable, submitted by the Borrower Borrowers shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension, the effective date of an Extension Notice or the Increase Effective Date, as applicable.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Rate Loans), an Extension Notice in accordance with Section 2.22 or a request for Additional Credit Commitments in accordance with Section 2.21 ) is subject to the following conditions precedent: (a) The representations and warranties of (i) the Borrower Borrowers contained in Article V and (ii) each other Loan Party contained in Article III or any each other Loan Document, Document or which are contained in any document furnished at any time under or in connection herewith or therewiththerewith (including any Designated Borrower Request and Assumption Agreement), shall be true and correct on and as of the date of such Credit Extension, any Extension Notice and any Increase Effective Date, (i) except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, (ii) and except that for purposes of this Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 3.04 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections clauses (a) and (b), respectively, of Section 5.01 and (iii) together with any additional items that will be disclosed on updated Schedules delivered on the next scheduled delivery date, as to which the Borrower has notified the Administrative Agent in writing6.01. (b) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof, extension of the Maturity Date in accordance with Section 2.22 or increase in Aggregate Commitments in accordance with Section 2.21. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender, Lender shall have received a Request for Credit Extension, the certificate referred to in Section 2.22(a) with respect to an Extension Notice or the certificate referred to in Section 2.21(d) with respect to any increase in Aggregate Commitments, as applicable, in accordance with the requirements hereof. (d) The Administrative Agent If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.14 to the designation of such Borrower as a Designated Borrower shall have received such other approvals, opinions or documents as been met to the Required Lenders, through satisfaction of the Administrative Agent. (e) In the case of a Credit Extension to be denominated in an Alternative Currency, may reasonably requestthere shall not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of the Administrative Agent or the Required Lenders would make it impracticable for such Credit Extension to be denominated in the relevant Alternative Currency. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurocurrency Rate Loans), certificate referred to in Section 2.22(a) with respect to an Extension Notice and certificate referred to in Section 2.21(d) with respect to any increase in the Aggregate Commitments, as applicable, submitted by the Borrower Company shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension, the effective date of an Extension Notice or the Increase Effective Date, as applicable.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Rate Loans), an Extension Notice in accordance with Section 2.22 or a request for Additional Credit Commitments in accordance with Section 2.21 ) is subject to the following conditions precedent: (a) The representations and warranties of (i) the Borrower Borrowers contained in Article V and (ii) each other Loan Party contained in Article III or any each other Loan Document, Document or which are contained in any document furnished at any time under or in connection herewith or therewiththerewith (including any Designated Borrower Request and Assumption Agreement), shall be true and correct in all material respects (unless such representation or warranty is already qualified by materiality or Material Adverse Effect, in which case it shall be true and correct in all respects) on and as of the date of such Credit Extension, any Extension Notice and any Increase Effective Date, (i) except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, (ii) and except that for purposes of this Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 3.04 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections clauses (a) and (b), respectively, of Section 5.01 and (iii) together with any additional items that will be disclosed on updated Schedules delivered on the next scheduled delivery date, as to which the Borrower has notified the Administrative Agent in writing6.01. (b) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof, extension of the Maturity Date in accordance with Section 2.22 or increase in Aggregate Commitments in accordance with Section 2.21. (c) The Administrative Agent and, if applicable, the applicable an L/C Issuer or the Swing Line Lender, Lender shall have received a Request for Credit Extension, the certificate referred to in Section 2.22(a) with respect to an Extension Notice or the certificate referred to in Section 2.21(d) with respect to any increase in Aggregate Commitments, as applicable, in accordance with the requirements hereof. (d) The Administrative Agent If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.14 to the designation of such Borrower as a Designated Borrower shall have received such other approvals, opinions or documents as been met to the Required Lenders, through satisfaction of the Administrative Agent. (e) In the case of a Credit Extension to be denominated in an Alternative Currency, may reasonably requestthere shall not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of the Administrative Agent or the Required Lenders would make it impracticable for such Credit Extension to be denominated in the relevant Alternative Currency. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurocurrency Rate Loans), certificate referred to in Section 2.22(a) with respect to an Extension Notice and certificate referred to in Section 2.21(d) with respect to any increase in the Aggregate Commitments, as applicable, submitted by the Borrower Company shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension, the effective date of an Extension Notice or the Increase Effective Date, as applicable.

Conditions to all Credit Extensions. The obligation of each Lender and the L/C Issuer to honor any Request for Credit Extension (other than a Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Rate Loans), an Extension Notice in accordance with Section 2.22 or a any request for Additional a Credit Commitments in accordance with Section 2.21 Extension pursuant to any Harmony Facility) is subject to the following conditions precedent: (a) The Subject, with respect to any Incremental Term Loan the proceeds of which will be used to finance any Limited Condition Transaction, to Section 1.10, the representations and warranties of the Borrower and each other Loan Party contained in Article III VI or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (or if such representation and warranty is qualified by materiality or Material Adverse Effect, shall be true and correct) on and as of the date of such Credit Extension, any Extension Notice and any Increase Effective Date, (i) except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or if such representation and warranty is qualified by materiality or Material Adverse Effect, shall be true and correct) as of such earlier date, (ii) except that for purposes of this Section 4.02, the representations and warranties contained in Section 3.04 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 5.01 and (iii) together with any additional items that will be disclosed on updated Schedules delivered on the next scheduled delivery date, as to which the Borrower has notified the Administrative Agent in writing. (b) No Subject, with respect to any Incremental Term Loan the proceeds of which will be used to finance any Limited Condition Transaction, to Section 1.10, no Event of Default and no Default shall existhave occurred and be continuing, or would result from such proposed Credit Extension or from the application of the proceeds thereof, extension of the Maturity Date in accordance with Section 2.22 or increase in Aggregate Commitments in accordance with Section 2.21. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender, Lender shall have received a Request for Credit Extension, the certificate referred to in Section 2.22(a) with respect to an Extension Notice or the certificate referred to in Section 2.21(d) with respect to any increase in Aggregate Commitments, as applicable, in accordance with the requirements hereof. (d) The Administrative Agent If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.16 to the designation of such Borrower as a Designated Borrower shall have received such other approvalsbeen met to the satisfaction of the Administrative Agent. (e) In the case of a Credit Extension to be denominated in an Alternative Currency, opinions there shall not have occurred any change in national or documents as international financial, political or economic conditions or currency exchange rates or exchange controls which in the Required Lenders, through reasonable opinion of the Administrative Agent, may reasonably requestthe Required Lenders (in the case of any Loans to be denominated in an Alternative Currency) or the L/C Issuer (in the case of any Letter of Credit to be denominated in an Alternative Currency) would make it impracticable for such Credit Extension to be denominated in the relevant Alternative Currency. Each Request for Credit Extension (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurocurrency Rate Loans), certificate referred to in Section 2.22(a) with respect to an Extension Notice and certificate referred to in Section 2.21(d) with respect to any increase in the Aggregate Commitments, as applicable, submitted by the any Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a5.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension, the effective date of an Extension Notice or the Increase Effective Date, as applicable.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Rate Loans), an Extension Notice in accordance with Section 2.22 or a request for Additional Credit Commitments in accordance with Section 2.21 ) is subject to the following conditions precedent: (a) The representations and warranties of (i) the Borrower Borrowers contained in Article 5 and (ii) each other Loan Party contained in Article III or any each other Loan Document, Document or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the date of such Credit Extension, ; except (x) that any Extension Notice such representations and any Increase Effective Date, warranties that are qualified by reference to materiality or Material Adverse Effect shall be true and correct in all respects; (iy) except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and (iiz) except that for purposes of this Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 3.04 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections clauses (a) and (b), respectively, of Section 5.01 and (iii) together with any additional items that will be disclosed on updated Schedules delivered on the next scheduled delivery date, as to which the Borrower has notified the Administrative Agent in writing6.01. (b) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof, extension of the Maturity Date in accordance with Section 2.22 or increase in Aggregate Commitments in accordance with Section 2.21. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender, Lender shall have received a Request for Credit Extension, the certificate referred to in Section 2.22(a) with respect to an Extension Notice or the certificate referred to in Section 2.21(d) with respect to any increase in Aggregate Commitments, as applicable, in accordance with the requirements hereof. (d) The Administrative Agent If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.14 to the designation of such Borrower as a Designated Borrower shall have received such other approvalsbeen met to the satisfaction of the Administrative Agent. (e) In the case of a Credit Extension to be denominated in an Alternative Currency, opinions there shall not have occurred any change in national or documents as international financial, political or economic conditions or currency exchange rates or exchange controls which in the Required Lenders, through reasonable opinion of the Administrative Agent, may reasonably requestthe Required Lenders (in the case of any Loans to be denominated in an Alternative Currency) or the L/C Issuer (in the case of any Letter of Credit to be denominated in an Alternative Currency) would make it impracticable for such Credit Extension to be denominated in the relevant Alternative Currency. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurocurrency Rate Loans), certificate referred to in Section 2.22(a) with respect to an Extension Notice and certificate referred to in Section 2.21(d) with respect to any increase in the Aggregate Commitments, as applicable, submitted by the Borrower Company shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension, the effective date of an Extension Notice or the Increase Effective Date, as applicable.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Eurodollar Rate Loans), an Extension Notice in accordance with Section 2.22 or a request for Additional Credit Commitments in accordance with Section 2.21 ) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article III V or any other Loan DocumentDocument (other than the representation and warranty set forth in Section 5.05(c)), or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (or, to the extent any such representation or warranty is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of the date of such Credit Extension, any Extension Notice and any Increase Effective Date, (i) except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, (ii) and except that for purposes of this Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 3.04 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 5.01 and (iii) together with any additional items that will be disclosed on updated Schedules delivered on the next scheduled delivery date, as to which the Borrower has notified the Administrative Agent in writing6.01. (b) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof, extension of the Maturity Date in accordance with Section 2.22 or increase in Aggregate Commitments in accordance with Section 2.21. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender, Lender shall have received a Request for Credit Extension, the certificate referred to in Section 2.22(a) with respect to an Extension Notice or the certificate referred to in Section 2.21(d) with respect to any increase in Aggregate Commitments, as applicable, in accordance with the requirements hereof. (d) The Administrative Agent shall have received such other approvals, opinions or documents as the Required Lenders, through the Administrative Agent, may reasonably request. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurocurrency Eurodollar Rate Loans), certificate referred to in Section 2.22(a) with respect to an Extension Notice and certificate referred to in Section 2.21(d) with respect to any increase in the Aggregate Commitments, as applicable, submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension, the effective date of an Extension Notice or the Increase Effective Date, as applicable.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request request for a Credit Extension (other than a Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Rate Loans), an Extension Notice in accordance with Section 2.22 or a request for Additional Credit Commitments in accordance with Section 2.21 is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article III VI or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (except to the extent that any such representation and warranty is qualified as to “materiality,” “Material Adverse Effect” or similar language, in which case it shall be true and correct in all respects (after giving effect to any such qualification)) on and as of the date of such Credit Extension; provided, if any Extension Notice and any Increase Effective Date, (i) except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (except to the extent that any such representation and warranty is qualified as to “materiality,” “Material Adverse Effect” or similar language, in which case it shall be true and correct in all respects (after giving effect to any such qualification)) as of such earlier date; provided, (ii) except that further, that, for purposes of this Section 4.025.02, the representations and warranties contained in Section 3.04 6.05(b) shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (bSection 7.01(b), respectively, of Section 5.01 and (iii) together with any additional items that will be disclosed on updated Schedules delivered on the next scheduled delivery date, as to which the Borrower has notified the Administrative Agent in writing. (b) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof, extension of the Maturity Date in accordance with Section 2.22 or increase in Aggregate Commitments in accordance with Section 2.21. (c) The In the case of the borrowing of Loans, the Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender, shall have received a Request for Credit Extension, the certificate referred to in Section 2.22(a) with respect to an Extension Notice or the certificate referred to in Section 2.21(d) with respect to any increase in Aggregate Commitments, as applicabletimely Loan Notice, in accordance with the requirements hereofcase of a Swingline Loan, Swingline Lender shall have received a timely Notice of Swingline Borrowing, and in the case of the issuance of a Letter of Credit Issuing Bank and the Administrative Agent shall have received a timely request for the issuance of such Letter of Credit. (d) The Administrative Agent shall have received After giving effect to such other approvalsproposed Credit Extension, opinions or documents as (x) the Required Lenders, through Total Revolving Outstandings do not exceed the Administrative Agent, may reasonably requestaggregate Revolving Commitments and (y) the sum of Total Outstandings plus Total Bridge Facility Outstandings does not exceed the Borrowing Base. Each Request request for a Credit Extension described in clause (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurocurrency Rate Loans), certificate referred to in Section 2.22(ac) with respect to an Extension Notice and certificate referred to in Section 2.21(d) with respect to any increase in the Aggregate Commitments, as applicable, above submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) 5.02(a), (b), and (bd) have been satisfied on and as of the date of the applicable Credit Extension, the effective date of an Extension Notice or the Increase Effective Date, as applicable.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Loan Conversion/Continuation Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency LIBO Rate Loans), an Extension Notice in accordance with Section 2.22 or a request for Additional ) and of each L/C Issuer to issue each Letter of Credit Commitments in accordance with Section 2.21 is subject to the following conditions precedent: (a) The representations and warranties of the Borrower Borrowers and each other Loan Party contained in Article III V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (or, in the case of any representation and warranty qualified by materiality, in all respects) on and as of the date of such Credit Extension, any Extension Notice and any Increase Effective Date, (i) except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or, in the case of any representation and warranty qualified by materiality, in all respects) as of such earlier date, (ii) and except that for purposes of this Section 4.02, the representations and warranties contained in Section 3.04 Sections 5.05(a) and 5.05(b) shall be deemed to refer to the most recent statements furnished pursuant to subsections clauses (a) and (b), respectively, of Section 5.01 and (iii) together with any additional items that will be disclosed on updated Schedules delivered on the next scheduled delivery date, as to which the Borrower has notified the Administrative Agent in writing6.01. (b) No Default or Event of Default shall existhave occurred and be continuing, or would result from such proposed Credit Extension or from the application of the proceeds thereof, extension of the Maturity Date in accordance with Section 2.22 or increase in Aggregate Commitments in accordance with Section 2.21. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender, Lender shall have received a Request for Credit Extension, the certificate referred to in Section 2.22(a) with respect to an Extension Notice or the certificate referred to in Section 2.21(d) with respect to any increase in Aggregate Commitments, as applicable, in accordance with the requirements hereof. (d) The Administrative Agent shall have received such other approvals, opinions or documents as the Required Lenders, through the Administrative Agent, may reasonably request. Each Request for Credit Extension (other than a Loan Conversion/Continuation Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurocurrency LIBO Rate Loans), certificate referred to in Section 2.22(a) with respect to an Extension Notice and certificate referred to in Section 2.21(d) with respect to any increase in the Aggregate Commitments, as applicable, submitted by the Lead Borrower shall be deemed to be a representation and warranty by the Borrowers that the conditions specified in Sections 4.02(a) and (b4.02(b) have been satisfied on and as of the date of the applicable Credit Extension. The conditions set forth in this Section 4.02 are for the sole benefit of the Credit Parties, but until the Required Lenders (or, in the event that there are only two (2) Lenders hereunder, any Lender so long as such Lender is a Lender as of the Effective Date and maintains a Commitment not less than the Commitment of such Lender as of the Effective Date) otherwise direct the Administrative Agent to cease making Committed Loans, the effective date Lenders will fund their Applicable Percentage of an Extension Notice all Loans and L/C Advances and participate in all Swing Line Loans and Letters of Credit whenever made or issued, which are requested by the Lead Borrower and which, notwithstanding the failure of the Loan Parties to comply with the provisions of this Article IV, agreed to by the Administrative Agent; provided, however, the making of any such Loans or the Increase Effective Date, issuance of any Letters of Credit shall not be deemed a modification or waiver by any Credit Party of the provisions of this Article IV on any future occasion or a waiver of any rights of the Credit Parties as applicablea result of any such failure to comply.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Rate Loans), an Extension Notice in accordance with Section 2.22 or a request for Additional Credit Commitments in accordance with Section 2.21 ) is subject to the following conditions precedent: (a) The representations and warranties of (i) the Borrower contained in Article V and (ii) each other Loan Party contained in Article III or any each other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (unless such representation is already qualified by materiality, in which case it shall be true and correct in all respects) on and as of the date of such Credit Extension, any Extension Notice and any Increase Effective Date, (i) except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, (ii) and except that for purposes of this Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 3.04 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 5.01 and (iii) together with any additional items that will be disclosed on updated Schedules delivered on the next scheduled delivery date, as to which the Borrower has notified the Administrative Agent in writing6.01. (b) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof, extension of the Maturity Date in accordance with Section 2.22 or increase in Aggregate Commitments in accordance with Section 2.21. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender, Lender shall have received a Request for Credit Extension, the certificate referred to in Section 2.22(a) with respect to an Extension Notice or the certificate referred to in Section 2.21(d) with respect to any increase in Aggregate Commitments, as applicable, in accordance with the requirements hereof. (d) The Administrative Agent In the case of a Credit Extension to be denominated in an Alternative Currency, there shall not have received such other approvalsoccurred any change in national or international financial, opinions political or documents as economic conditions or currency exchange rates or exchange controls which in the Required Lenders, through reasonable opinion of the Administrative Agent, may reasonably requestthe Required Lenders (in the case of any Loans to be denominated in an Alternative Currency) or the L/C Issuer (in the case of any Letter of Credit to be denominated in an Alternative Currency) would make it impracticable for such Credit Extension to be denominated in the relevant Alternative Currency. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurocurrency Rate Loans), certificate referred to in Section 2.22(a) with respect to an Extension Notice and certificate referred to in Section 2.21(d) with respect to any increase in the Aggregate Commitments, as applicable, submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension, the effective date of an Extension Notice or the Increase Effective Date, as applicable.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Loan Notice requesting only a conversion of Revolving Loans to the other Type, or a continuation of Eurocurrency Rate Loans), an Extension Notice in accordance with Section 2.22 or a request for Additional Credit Commitments in accordance with Section 2.21 ) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower Company and each other Loan Party contained in Article III VI or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, Document shall be true and correct in all material respects on and as of the date of such Credit Extension, any Extension Notice and any Increase Effective Date, (i) except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, (ii) and except that for purposes of this Section 4.025.02, the representations and warranties contained in subsections (a) and (b) of Section 3.04 6.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections clauses (a) and (b), respectively, of Section 5.01 and (iii) together with any additional items that will be disclosed on updated Schedules delivered on the next scheduled delivery date, as to which the Borrower has notified the Administrative Agent in writing7.01. (b) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof, extension of the Maturity Date in accordance with Section 2.22 or increase in Aggregate Commitments in accordance with Section 2.21. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender, Lender shall have received a Request for Credit Extension, the certificate referred to in Section 2.22(a) with respect to an Extension Notice or the certificate referred to in Section 2.21(d) with respect to any increase in Aggregate Commitments, as applicable, in accordance with the requirements hereof. (d) The Administrative Agent If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.16 to the designation of such Borrower as a Designated Borrower shall have received such other approvals, opinions or documents as been met to the Required Lenders, through satisfaction of the Administrative Agent. (e) In the case of Credit Extensions to be denominated in an Alternative Currency, may reasonably requestthere shall not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of the Administrative Agent or the Required Lenders would make it impracticable for such Credit Extension to be denominated in the relevant Alternative Currency. Each Request for Credit Extension (other than a Loan Notice requesting only a conversion of Revolving Loans to the other Type or a continuation of Eurocurrency Rate Loans), certificate referred to in Section 2.22(a) with respect to an Extension Notice and certificate referred to in Section 2.21(d) with respect to any increase in the Aggregate Commitments, as applicable, submitted by the any Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a5.02(a), (b) and (bc) have been satisfied on and as of the date of the applicable Credit Extension, the effective date of an Extension Notice or the Increase Effective Date, as applicable.

Conditions to all Credit Extensions. The obligation of each Lender and each L/C Issuer to honor any Request for Credit Extension (other than a Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Eurodollar Rate Loans), an Extension Notice in accordance with Section 2.22 or a request for Additional Credit Commitments in accordance with Section 2.21 ) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article III or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, V shall be true and correct in all material respects on and as of the date of such Credit Extension, any Extension Notice and any Increase Effective Date, except that (i) except if a qualifier relating to materiality, Material Adverse Effect or a similar concept applies, such representation or warranty shall be required to be true and correct in all respects, (ii) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier datedate (except that if a qualifier relating to materiality, Material Adverse Effect or a similar concept applies, such representation or warranty shall be required to be true and correct in all respects), (iiiii) except that for purposes of this Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 3.04 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections clauses (a) and (b), respectively, of Section 5.01 6.01. and (iiiiv) together with the representation and warranty contained in Section 5.05(c) does not need to be true and correct for any additional items that will be disclosed on updated Schedules delivered on Borrowing the next scheduled delivery date, as proceeds of which are used to which the Borrower has notified the Administrative Agent in writingrepay outstanding commercial paper. (b) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof, extension of the Maturity Date in accordance with Section 2.22 or increase in Aggregate Commitments in accordance with Section 2.21. (c) The Borrower has all approvals, consents and authorizations from The Public Utilities Commission of Ohio which are necessary or required in order to permit the Borrower to incur Obligations hereunder. (d) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender, shall have received a Request for Credit Extension, the certificate referred to in Section 2.22(a) with respect to an Extension Notice or the certificate referred to in Section 2.21(d) with respect to any increase in Aggregate Commitments, as applicable, in accordance with the requirements hereof. (d) The Administrative Agent shall have received such other approvals, opinions or documents as the Required Lenders, through the Administrative Agent, may reasonably request. Each Request for Credit Extension (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurocurrency Eurodollar Rate Loans), certificate referred to in Section 2.22(a) with respect to an Extension Notice and certificate referred to in Section 2.21(d) with respect to any increase in the Aggregate Commitments, as applicable, submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a), (b) and (bc) have been satisfied on and as of the date of the applicable Credit Extension, the effective date of an Extension Notice or the Increase Effective Date, as applicable.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Rate Loans), an Extension Notice in accordance with Section 2.22 or a request for Additional Credit Commitments in accordance with Section 2.21 ) is subject to the following conditions precedent: (a) The representations and warranties of (i) the Borrowers contained in Article V and (ii) each Borrower and contained in each other Loan Party contained in Article III Document or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (unless such representation and warranty is subject to a materiality or Material Adverse Effect qualifier in which case it will be true and correct in all respects) on and as of the date of such Credit Extension, any Extension Notice and any Increase Effective Date, (i) except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, (ii) and except that for purposes of this Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 3.04 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections clauses (a) and (b), respectively, of Section 5.01 and (iii) together with any additional items that will be disclosed on updated Schedules delivered on the next scheduled delivery date, as to which the Borrower has notified the Administrative Agent in writing6.01. (b) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof, extension of the Maturity Date in accordance with Section 2.22 or increase in Aggregate Commitments in accordance with Section 2.21. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender, Lender shall have received a Request for Credit Extension, the certificate referred to in Section 2.22(a) with respect to an Extension Notice or the certificate referred to in Section 2.21(d) with respect to any increase in Aggregate Commitments, as applicable, in accordance with the requirements hereof. (d) The If the applicable Borrower is a Subsidiary Borrower, then the conditions of Section 2.15 to the designation of such Borrower as a Subsidiary Borrower shall have been met to the satisfaction of the Administrative Agent. (e) In the case of a Credit Extension to be denominated in an Alternative Currency, the fact that no Lender shall have notified the Administrative Agent (which shall promptly notify the applicable Borrower and the other Lenders) within two Business Days of such Lender’s receipt of the Committed Loan Notice for such Borrowing that deposits in the relevant currency are not available to such Lender in the applicable interbank market for the relevant Interest Period and there shall not have received such other approvalsoccurred any change in national or international financial, opinions political or documents as economic conditions or currency exchange rates or exchange controls which in the Required Lenders, through reasonable opinion of the Administrative Agent, may reasonably requestthe Required Lenders (in the case of any Loans to be denominated in an Alternative Currency) or the L/C Issuer (in the case of any Letter of Credit to be denominated in an Alternative Currency) would make it impracticable for such Credit Extension to be denominated in the relevant Alternative Currency. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurocurrency Rate Loans), certificate referred to in Section 2.22(a) with respect to an Extension Notice and certificate referred to in Section 2.21(d) with respect to any increase in the Aggregate Commitments, as applicable, submitted by the Borrower Xxxxxxxxx shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension, the effective date of an Extension Notice or the Increase Effective Date, as applicable.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Fixed Period Eurodollar Rate Loans), an Extension Notice in accordance with Section 2.22 or a request for Additional Credit Commitments in accordance with Section 2.21 ) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article III V or any other Loan Document, or which are contained in any document Instrument furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (except for representations and warranties that are already qualified as to materiality, which shall instead be true and correct) on and as of the date of such Credit Extension, any Extension Notice and any Increase Effective Date, (i) except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (except for representations and warranties that are already qualified as to materiality, which shall instead be true and correct) as of such earlier date, (ii) and except that for purposes of this Section 4.02, the representations and warranties contained in paragraph (a) of Section 3.04 5.05 shall be deemed to refer to the most recent financial statements furnished pursuant to subsections paragraph (a) and (b), respectively, of Section 5.01 and (iii) together with any additional items that will be disclosed on updated Schedules delivered on the next scheduled delivery date, as to which the Borrower has notified the Administrative Agent in writing6.01. (b) The Consolidated Leverage Ratio as of the date of the applicable Credit Extension shall not exceed the maximum Consolidated Leverage Ratio then permitted by Section 7.11(b), such Consolidated Leverage Ratio to be calculated on the basis of (i) the Consolidated Total Debt of the Borrower and its Subsidiaries as of the date of such Credit Extension after giving pro forma effect to all Credit Extensions to be made on such date, and (ii) the Consolidated EBITDA of the Borrower and its Subsidiaries for the then most recently ended period of four (4) consecutive Fiscal Quarters for which financial information of the Borrower has been furnished to the Administrative Agent by the Borrower. (c) No Default shall exist, exist or would result from such proposed Credit Extension or from the application of the proceeds thereof, extension of the Maturity Date in accordance with Section 2.22 or increase in Aggregate Commitments in accordance with Section 2.21. (cd) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender, Swingline Lender shall have received a Request for Credit Extension, the certificate referred to in Section 2.22(a) with respect to an Extension Notice or the certificate referred to in Section 2.21(d) with respect to any increase in Aggregate Commitments, as applicable, in accordance with the requirements hereof. (d) The Administrative Agent shall have received such other approvals, opinions or documents as the Required Lenders, through the Administrative Agent, may reasonably request. Each Request for Credit Extension (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurocurrency Fixed Period Eurodollar Rate Loans), certificate referred to in Section 2.22(a) with respect to an Extension Notice and certificate referred to in Section 2.21(d) with respect to any increase in the Aggregate Commitments, as applicable, submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a), (b) and (bc) have been satisfied on and as of the date of the applicable Credit Extension, the effective date of an Extension Notice or the Increase Effective Date, as applicable.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than on the Closing Date, other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Rate SOFR Loans), an Extension Notice in accordance with Section 2.22 or a request for Additional Credit Commitments in accordance with Section 2.21 ) is subject to the following conditions precedent: (ai) The Subject in the case of any Borrowing in connection with a New Loan Commitment or Incremental Equivalent Debt to the provisions in Section 1.02(i), the representations and warranties of the Borrower and each other Loan Party contained in Article III V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, Document shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) on and as of the date of such Credit Extension, any Extension Notice and any Increase Effective Date, (i) except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) as of such earlier date, (ii) and except that for purposes of this Section 4.02, the representations and warranties contained in Section 3.04 Sections 5.05(a) and (b) shall be deemed to refer to the most recent financial statements furnished pursuant to subsections (aSections 6.01(a) and (b), respectively, of Section 5.01 and (iii) together with any additional items that will be disclosed on updated Schedules delivered on the next scheduled delivery date, as prior to which the Borrower has notified the Administrative Agent in writingsuch proposed Credit Extension. (bii) No Subject in the case of any Borrowing in connection with a New Loan Commitment or Incremental Equivalent Debt to the provisions in Section 1.02(i), no Default or Event of Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof, extension of the Maturity Date in accordance with Section 2.22 or increase in Aggregate Commitments in accordance with Section 2.21therefrom. (ciii) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender, shall have received a Request for Credit Extension, the certificate referred to in Section 2.22(a) with respect to an Extension Notice or the certificate referred to in Section 2.21(d) with respect to any increase in Aggregate Commitments, as applicable, in accordance with the requirements hereof. (d) The Administrative Agent shall have received such other approvals, opinions or documents as the Required Lenders, through the Administrative Agent, may reasonably request. Each Request for a Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurocurrency Rate SOFR Loans), certificate referred to in Section 2.22(a) with respect to an Extension Notice and certificate referred to in Section 2.21(d) with respect to any increase in the Aggregate Commitments, as applicable, submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied (unless waived) on and as of the date of the applicable Credit Extension, the effective date of an Extension Notice or the Increase Effective Date, as applicable.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Rate Loans), an Extension Notice in accordance with Section 2.22 or a request for Additional Credit Commitments in accordance with Section 2.21 ) is subject to the following conditions precedent: (a) The representations and warranties of (i) the Borrower Borrowers contained in Article V and (ii) each other Loan Party contained in Article III or any each other Loan Document, Document or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct on and as of the date of such Credit Extension, any Extension Notice and any Increase Effective Date, (i) except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, (ii) and except that for purposes of this Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 3.04 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections clauses (a) and (b), respectively, of Section 5.01 and (iii) together with any additional items that will be disclosed on updated Schedules delivered on the next scheduled delivery date, as to which the Borrower has notified the Administrative Agent in writing6.01. (b) No Default or Event of Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof, extension of the Maturity Date in accordance with Section 2.22 or increase in Aggregate Commitments in accordance with Section 2.21. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender, Lender shall have received a Request for Credit Extension, the certificate referred to in Section 2.22(a) with respect to an Extension Notice or the certificate referred to in Section 2.21(d) with respect to any increase in Aggregate Commitments, as applicable, in accordance with the requirements hereof. (d) The Administrative Agent If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.14 to the designation of such Borrower as a Designated Borrower shall have received such other approvalsbeen met to the satisfaction of the Administrative Agent. (e) In the case of a Credit Extension to be denominated in an Alternative Currency, opinions there shall not have occurred any change in national or documents as international financial, political or economic conditions or currency exchange rates or exchange controls which in the Required Lenders, through reasonable opinion of the Administrative Agent, may reasonably requestthe Required Revolving Credit Lenders (in the case of any Loans to be denominated in an Alternative Currency) or the L/C Issuer (in the case of any Letter of Credit to be denominated in an Alternative Currency) would make it impracticable for such Credit Extension to be denominated in the relevant Alternative Currency. Each Request for Credit Extension (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurocurrency Rate Loans), certificate referred to in Section 2.22(a) with respect to an Extension Notice and certificate referred to in Section 2.21(d) with respect to any increase in the Aggregate Commitments, as applicable, submitted by the Borrower Company shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension, the effective date of an Extension Notice or the Increase Effective Date, as applicable.

Conditions to all Credit Extensions. The obligation of each Lender and each L/C Issuer to honor any Request for Credit Extension (other than a Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Rate Loans), an Extension Notice in accordance with Section 2.22 or a request for Additional Credit Commitments in accordance with Section 2.21 is subject to the following conditions precedent: (a) The representations and warranties of the Borrower Borrowers and each other Loan Credit Party contained in Article III VI or any other Loan Credit Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the date of such Credit Extension, any Extension Notice and any Increase Effective Date, (i) except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, (ii) and except that for purposes of this Section 4.025.02, the representations and warranties contained in Section 3.04 6.01 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 5.01 and (iii) together with any additional items that will be disclosed on updated Schedules delivered on the next scheduled delivery date, as to which the Borrower has notified the Administrative Agent in writing7.01. (b) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof, extension of the Maturity Date in accordance with Section 2.22 or increase in Aggregate Commitments in accordance with Section 2.21. (c) The applicable Administrative Agent and, if applicable, the applicable L/C Issuer or and/or the applicable Swing Line Lender, Lender shall have received a Request for Credit Extension, the certificate referred to in Section 2.22(a) with respect to an Extension Notice or the certificate referred to in Section 2.21(d) with respect to any increase in Aggregate Commitments, as applicable, in accordance with the requirements hereof. (d) The Administrative Agent In the case of a Credit Extension to be denominated in Canadian Dollars, there shall not have received such other approvalsoccurred any material change in national or international financial, opinions political or documents as economic conditions or currency exchange rates or exchange controls which in the Required Lenders, through reasonable opinion of the Canadian Administrative Agent, may reasonably requestthe Required Lenders (in the case of any Loans to be denominated in Canadian Dollars), the Canadian Swing Line Lender (in the case of any Swing Line Loan to be denominated in Canadian Dollars) or the Canadian L/C Issuer (in the case of any Letter of Credit to be denominated in Canadian Dollars) would make it impracticable for such Credit Extension to be denominated in Canadian Dollars. Each Request for Credit Extension (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurocurrency Rate Loans), certificate referred to in Section 2.22(a) with respect to an Extension Notice and certificate referred to in Section 2.21(d) with respect to any increase in the Aggregate Commitments, as applicable, submitted by the a Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a5.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension, the effective date of an Extension Notice or the Increase Effective Date, as applicable.

Conditions to all Credit Extensions. The obligation obligations of each Lender the Lenders to honor make Credit Extensions hereunder on any Request for Credit Extension date (each, a “Borrowing Date”) (other than a on the Funding Date or on the Borrowing Date under any Incremental Loan Notice requesting only a conversion of Loans to the other TypeAssumption Agreement, Extension Amendment or a continuation of Eurocurrency Rate Loans), an Extension Notice in accordance with Section 2.22 or a request for Additional Credit Commitments in accordance with Section 2.21 is Refinancing Amendment) are subject to the satisfaction of the following conditions precedentconditions: (a) The (i) (x) in the case of any Revolving Credit Borrowing proposed to be made after the Funding Date but prior to the Closing Date, (1) the representations and warranties made by (A) the Borrower set forth in Sections 3.14, 3.24(a) and the second sentence of Section 3.25 (in the case of Section 3.24(a) and 3.25 solely with respect to the use of the Borrower proceeds of such Revolving Credit Borrowing) and (B) the Loan Escrow Guarantor set forth in Section 2.5 of the Loan Escrow Guarantee Agreement shall, in each other Loan Party contained in Article III or any other Loan Documentcase, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (except that this materiality qualifier shall not be applicable to any representation or warranty that is already qualified by materiality or “Material Adverse Effect”), on and as of the date of such Credit ExtensionBorrowing with the same effect as though made on and as of such date, any Extension Notice and any Increase Effective Date, (i) except to the extent that such representations and warranties specifically refer expressly relate to an earlier date, in which case they such representations and warranties shall be true and correct in all material respects (except that this materiality qualifier shall not be applicable to any representation or warranty that is already qualified by materiality or “Material Adverse Effect”), on and as of such earlier date, (ii2) except that for purposes the Loan Escrow Guarantee Agreement remains in full force and effect and (3) the condition set forth in Section 4.02(f) is satisfied on and as of this Section 4.02the date of such Borrowing and (y) in the case of any other Credit Extension, the representations and warranties contained set forth in Section 3.04 Article III and in each other Loan Document shall be deemed true and correct in all material respects (except that this materiality qualifier shall not be applicable to refer any representation or warranty that is already qualified by materiality or “Material Adverse Effect”), on and as of the date of such Borrowing with the same effect as though made on and as of such date, except to the most recent statements furnished pursuant extent such representations and warranties expressly relate to subsections an earlier date, in which case such representations and warranties shall be true and correct in all material respects (a) except that this materiality qualifier shall not be applicable to any representation or warranty that is already qualified by materiality or “Material Adverse Effect”), on and as of such earlier date and (b)ii) other than in the case of any Revolving Credit Borrowing proposed to be made after the Funding Date and prior to the Closing Date, respectively, of Section 5.01 and (iii) together with any additional items that will be disclosed on updated Schedules delivered on the next scheduled delivery date, as to which the Borrower has notified the Administrative Agent in writing. (b) No no Default shall exist, exist or would result from such proposed Credit Extension or from the application of the proceeds thereof, extension of the Maturity Date in accordance with Section 2.22 or increase in Aggregate Commitments in accordance with Section 2.21therefrom. (cb) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender, shall have received a Request for Credit Extension, the certificate referred to in Section 2.22(a) with respect to an Extension Notice or the certificate referred to in Section 2.21(d) with respect to any increase in Aggregate Commitments, as applicable, in accordance with the requirements hereof. (d) The Administrative Agent shall have received such other approvals, opinions or documents as the Required Lenders, through the Administrative Agent, may reasonably requestrequired by Article II. Each Request for Credit Extension (other than a Loan Notice Borrowing Request requesting only a conversion of Loans to the other Type or a continuation of Eurocurrency Rate Eurodollar Loans or SOFR Loans), certificate referred to in Section 2.22(a) with respect to an Extension Notice and certificate referred to in Section 2.21(d) with respect to any increase in the Aggregate Commitments, as applicable, submitted by the Borrower after the Funding Date pursuant to this Section 4.03 shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a4.03(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension, the effective date of an Extension Notice or the Increase Effective Date, as applicable.

Conditions to all Credit Extensions. The obligation of each Lender and the L/C Issuer to honor any Request for Credit Extension (other than (x) during the Certain Funds Period, in respect of the RPS Acquisition Loans and (y) a Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Term SOFR or Alternative Currency Term Rate Loans), an Extension Notice in accordance with Section 2.22 or a request for Additional Credit Commitments in accordance with Section 2.21 ) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower Borrowers contained in Article V and of the Loan Parties in each other Loan Party contained in Article III or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, Document shall be true and correct on and as of the date of such Credit Extension, any Extension Notice and any Increase Effective Date, (i) except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, (ii) and except that for purposes of this Section 4.02, the representations and warranties contained in Section 3.04 Sections 5.05(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to subsections (aSections 6.01(a) and (b), respectively, of Section 5.01 and (iii) together with any additional items that will be disclosed on updated Schedules delivered on the next scheduled delivery date, as to which the Borrower has notified the Administrative Agent in writing. (b) No Default shall exist, exist or would result from such proposed Credit Extension or from the application of the proceeds thereof, extension of the Maturity Date in accordance with Section 2.22 or increase in Aggregate Commitments in accordance with Section 2.21. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender, Lender shall have received a Request for Credit Extension, the certificate referred to in Section 2.22(a) with respect to an Extension Notice or the certificate referred to in Section 2.21(d) with respect to any increase in Aggregate Commitments, as applicable, in accordance with the requirements hereof. (d) The Administrative Agent If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.14 to the designation of such Borrower as a Designated Borrower shall have received such other approvalsbeen met to the satisfaction of the Administrative Agent. (e) In the case of a Credit Extension to be denominated in an Alternative Currency, opinions there shall not have occurred any change in national or documents as international financial, political or economic conditions or currency exchange rates or exchange controls which in the Required Lenders, through reasonable opinion of the Administrative Agent, may reasonably requestthe Required Lenders (in the case of any Loans to be denominated in an Alternative Currency) or the L/C Issuer (in the case of any Letter of Credit to be denominated in an Alternative Currency) would make it impracticable for such Credit Extension to be denominated in the relevant Alternative Currency. Each Request for Credit Extension (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurocurrency Term SOFR or Alternative Currency Term Rate Loans), certificate referred to in Section 2.22(a) with respect to an Extension Notice and certificate referred to in Section 2.21(d) with respect to any increase in the Aggregate Commitments, as applicable, submitted by the Borrower Company shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension, the effective date of an Extension Notice or the Increase Effective Date, as applicable.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than excluding a Loan Notice requesting only a conversion of Loans a Loan of one Type to the other Type, or a continuation of Eurocurrency a Eurodollar Rate Loans), an Extension Notice in accordance with Section 2.22 or a request for Additional Credit Commitments in accordance with Section 2.21 Loan) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article III VI or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, Document shall be true and correct in all material respects on and as of the date of such Credit Extension, any Extension Notice and any Increase Effective Date, (i) except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, (ii) and except that for purposes of this Section 4.025.02, the representations and warranties contained in subsections (a) and (b) of Section 3.04 6.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections clauses (a) and (b), respectively, of Section 5.01 and (iii) together with any additional items that will be disclosed on updated Schedules delivered on the next scheduled delivery date, as to which the Borrower has notified the Administrative Agent in writing7.01. (b) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof, extension of the Maturity Date in accordance with Section 2.22 or increase in Aggregate Commitments in accordance with Section 2.21. (c) There shall not have been commenced against the Borrower or any Subsidiary an involuntary case under any applicable Debtor Relief Law, now or hereafter in effect, or any case, proceeding or other action for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of such Person or for any substantial part of its Property or for the winding up or liquidation of its affairs, in each case that remains undismissed. (d) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender, Lender shall have received a Request for Credit Extension, the certificate referred to in Section 2.22(a) with respect to an Extension Notice or the certificate referred to in Section 2.21(d) with respect to any increase in Aggregate Commitments, as applicable, in accordance with the requirements hereof. (de) The Administrative Agent There shall not have occurred (A) any payment default under the Proleukin® Distribution Agreement (unless the unpaid amount giving rise to such default shall have received been paid or waived) nor (B) any other default under such agreement that has not been cured or waived, or any other approvalsevent that is continuing, opinions which default or documents as other event permits Novartis to terminate, or results in the Required Lenderstermination of, through the Administrative Agent, may reasonably requestProleukin® Distribution Agreement. Each Request for Credit Extension (other than excluding a Loan Notice requesting only a conversion of Loans a Loan of one Type to the other Type Type, or a continuation of Eurocurrency a Eurodollar Rate Loans), certificate referred to in Section 2.22(aLoan) with respect to an Extension Notice and certificate referred to in Section 2.21(d) with respect to any increase in the Aggregate Commitments, as applicable, submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a5.02(a), (b) and (bc) have been satisfied on and as of the date of the applicable Credit Extension, the effective date of an Extension Notice or the Increase Effective Date, as applicable.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Domestic Loan Notice or Canadian Loan Notice requesting only a conversion Conversion of Loans to the other Type, or a continuation of Eurocurrency LIBOR Rate Loans or BA Equivalent Loans), an Extension Notice in accordance with Section 2.22 or a request for Additional ) and of each L/C Issuer to issue each Letter of Credit Commitments in accordance with Section 2.21 is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article III V or in any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct on and as of the date of such Credit Extension, any Extension Notice and any Increase Effective Date, except (i) except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, (ii) except that in the case of any representation and warranty qualified by materiality, they shall be true and correct in all respects and (iii) for purposes of this Section 4.02, the representations and warranties contained in Section 3.04 5.05(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to subsections (aSection 6.01(a) and (b), respectively, of Section 5.01 and (iii) together with any additional items that will be disclosed on updated Schedules delivered on the next scheduled delivery date, as to which the Borrower has notified the Administrative Agent in writing. (b) No Default or Event of Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof, extension of the Maturity Date in accordance with Section 2.22 or increase in Aggregate Commitments in accordance with Section 2.21. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender, Lender shall have received a Request for Credit Extension, the certificate referred to in Section 2.22(a) with respect to an Extension Notice or the certificate referred to in Section 2.21(d) with respect to any increase in Aggregate Commitments, as applicable, in accordance with the requirements hereof. (d) The Administrative Agent No event or circumstance which could reasonably be expected to result in a Material Adverse Effect shall have received such other approvals, opinions or documents as the Required Lenders, through the Administrative Agent, may reasonably requestoccurred. Each Request for Credit Extension (other than a Domestic Loan Notice or Canadian Loan Notice requesting only a conversion Conversion of Loans to the other Type or a continuation of Eurocurrency LIBOR Rate Loans or BA Equivalent Loans), certificate referred to in Section 2.22(a) with respect to an Extension Notice and certificate referred to in Section 2.21(d) with respect to any increase in submitted by the Aggregate CommitmentsLead Borrower or the Canadian Borrower, as applicable, submitted by the Borrower shall be deemed to be a representation and warranty by the Borrowers that the conditions specified in Sections 4.02(a), (b) and (bd) have been satisfied on and as of the date of the applicable Credit Extension. 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 Loans and issuing Letters of Credit, the effective date Lenders will fund their Applicable Percentage of an Extension Notice all Loans and L/C Advances and participate in all Swing Line Loans and Letters of Credit whenever made or issued, which are requested by the Lead Borrower or the Increase Effective DateCanadian Borrower, as applicable, and which, notwithstanding the failure of the Loan Parties to comply with the provisions of this Article IV, agreed to by the Agent provided, however, the making of any such Loans or the issuance of any Letters of Credit shall not be deemed a modification or waiver by any Credit Party of the 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 failure to comply.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Eurodollar Rate Loans), an Extension Notice in accordance with Section 2.22 or a request for Additional Credit Commitments in accordance with Section 2.21 ) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article III V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such Credit Extension, any Extension Notice and any Increase Effective Date, (i) except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier datedate (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), (ii) and except that for purposes of this Section 4.02, the representations and warranties contained in Section 3.04 Sections 5.05(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to subsections (aSections 6.01(a) and (b), respectively, of Section 5.01 and (iii) together with any additional items that will be disclosed on updated Schedules delivered on the next scheduled delivery date, as to which the Borrower has notified the Administrative Agent in writing. (b) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof, extension of the Maturity Date in accordance with Section 2.22 or increase in Aggregate Commitments in accordance with Section 2.21. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender, shall have received a Request for Credit Extension, the certificate referred to in Section 2.22(a) with respect to an Extension Notice or the certificate referred to in Section 2.21(d) with respect to any increase in Aggregate Commitments, as applicable, in accordance with the requirements hereof. (d) The Administrative Agent Except in the case of an L/C Credit Extension consisting of an extension in the expiry date of a Letter of Credit, the Required Lenders shall have received consented to such other approvalsCredit Extension (which consent may be delivered by a Lender pursuant to an acknowledgment via electronic mail). (e) Except in the case of an L/C Credit Extension consisting of an extension in the expiry date of a Letter of Credit, opinions or documents as after giving effect to such proposed Credit Extension, Excess Availability shall be in an amount acceptable to the Required Lenders. (f) In the case of a Credit Extension to be denominated in an Alternative Currency, through there shall not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of the Administrative Agent, may reasonably requestthe Required Lenders (in the case of any Loans to be denominated in an Alternative Currency) or the L/C Issuer (in the case of any Letter of Credit to be denominated in an Alternative Currency) would make it impracticable for such Credit Extension to be denominated in the relevant Alternative Currency. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurocurrency Eurodollar Rate Loans), certificate referred to in Section 2.22(a) with respect to an Extension Notice and certificate referred to in Section 2.21(d) with respect to any increase in the Aggregate Commitments, as applicable, submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension, the effective date of an Extension Notice or the Increase Effective Date, as applicable.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Rate Loans), an Extension Notice in accordance with Section 2.22 or a request for Additional Credit Commitments in accordance with Section 2.21 ) is subject to the following conditions precedent: (a) The representations and warranties of (i) the Borrower Borrowers contained in Article V and (ii) each other Loan Party contained in Article III or any each other Loan Document, Document or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (or, to the extent modified by materiality or Material Adverse Effect, in all respects) on and as of the date of such Credit Extension, any Extension Notice and any Increase Effective Date, (i) except to the extent that such representations and warranties specifically refer relate to an earlier date, in which case they shall be true and correct in all material respects (or, to the extent modified by materiality or Material Adverse Effect, in all respects) on and as of such earlier date, (ii) and except that for purposes of this Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 3.04 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections clauses (a) and (b), respectively, of Section 5.01 and (iii) together with any additional items that will be disclosed on updated Schedules delivered on the next scheduled delivery date, as to which the Borrower has notified the Administrative Agent in writing6.01. (b) No Default shall existhave occurred and be continuing, or would result from such proposed Credit Extension or from the application of the proceeds thereof, extension of the Maturity Date in accordance with Section 2.22 or increase in Aggregate Commitments in accordance with Section 2.21. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender, Lender shall have received a Request for Credit Extension, the certificate referred to in Section 2.22(a) with respect to an Extension Notice or the certificate referred to in Section 2.21(d) with respect to any increase in Aggregate Commitments, as applicable, in accordance with the requirements hereof. (d) The Administrative Agent If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.14 to the designation of such Borrower as a Designated Borrower shall have received such other approvalsbeen met to the reasonable satisfaction of the Administrative Agent. (e) In the case of a Credit Extension to be denominated in an Alternative Currency, opinions there shall not have occurred any change in national or documents as international financial, political or economic conditions or currency exchange rates or exchange controls which in the Required Lenders, through reasonable opinion of the Administrative Agent, may reasonably requestthe Required Lenders (in the case of any Loans to be denominated in an Alternative Currency) or the applicable L/C Issuer (in the case of any Letter of Credit to be denominated in an Alternative Currency) would make it impracticable for such Credit Extension to be denominated in the relevant Alternative Currency. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurocurrency Rate Loans), certificate referred to in Section 2.22(a) with respect to an Extension Notice and certificate referred to in Section 2.21(d) with respect to any increase in the Aggregate Commitments, as applicable, submitted by the Borrower Company shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension, the effective date of an Extension Notice or the Increase Effective Date, as applicable.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Term SOFR Loans or Alternative Currency Term Rate Loans), an Extension Notice in accordance with Section 2.22 or a request for Additional Credit Commitments in accordance with Section 2.21 ) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower contained in Article V (other than Sections 5.05(c) and 5.06) and in each other Loan Party contained in Article III Document or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) on and as of the date of such Credit Extension, any Extension Notice and any Increase Effective Date, except (i) except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) as of such earlier date, date and (ii) except that for purposes of this Section 4.02, the representations and warranties contained in clauses (a) and (b) of Section 3.04 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections clauses (a) and (b), respectively, of Section 5.01 and (iii) together with any additional items that will be disclosed on updated Schedules delivered on the next scheduled delivery date, as to which the Borrower has notified the Administrative Agent in writing6.01. (b) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof, extension of the Maturity Date in accordance with Section 2.22 or increase in Aggregate Commitments in accordance with Section 2.21. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender, Lender shall have received a Request for Credit Extension, the certificate referred to in Section 2.22(a) with respect to an Extension Notice or the certificate referred to in Section 2.21(d) with respect to any increase in Aggregate Commitments, as applicable, in accordance with the requirements hereof. (d) The Administrative Agent shall have received In the case of a Credit Extension to be denominated in an Alternative Currency, such other approvals, opinions or documents as the Required Lenders, through the Administrative Agent, may reasonably requestcurrency remains an Eligible Currency. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurocurrency Term SOFR Loans or Alternative Currency Term Rate Loans), certificate referred to in Section 2.22(a) with respect to an Extension Notice and certificate referred to in Section 2.21(d) with respect to any increase in the Aggregate Commitments, as applicable, submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension, the effective date of an Extension Notice or the Increase Effective Date, as applicable.

Conditions to all Credit Extensions. The obligation of each L/C Issuer and each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, Type or a continuation of Eurocurrency Rate Committed Loans), an Extension Notice in accordance with Section 2.22 or a request for Additional Credit Commitments in accordance with Section 2.21 ) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party Borrowers contained in Article III V or in any other Loan DocumentDocuments (other than those representations and warranties in Sections 5.01(b)(i), or which are contained in any document furnished at any time under or in connection herewith or therewith5.01(c), 5.01(d), all of Sections 5.06 and 5.08, the last sentence of Section 5.09 and all of Section 5.10) shall be true and correct in all material respects on and as of the date of such Credit Extension, any Extension Notice and any Increase Effective Date, (i) except that to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, (ii) except that for purposes of this Section 4.02, the representations and warranties contained in Section 3.04 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 5.01 and (iii) together with any additional items that will be disclosed on updated Schedules delivered on the next scheduled delivery date, as to which the Borrower has notified the Administrative Agent in writing. (b) No Default or Event of Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof, extension of the Maturity Date in accordance with Section 2.22 or increase in Aggregate Commitments in accordance with Section 2.21Extension. (c) The Administrative Agent andor, if applicable, the applicable L/C Issuer or the Swing Line Lender, Lender shall have received a Request for Credit Extension, the certificate referred to in Section 2.22(a) with respect to an Extension Notice or the certificate referred to in Section 2.21(d) with respect to any increase in Aggregate Commitments, as applicable, in accordance with the requirements hereof.. Exhibit 4.1 (d) The Administrative Agent If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.15 to the designation of such Borrower as a Designated Borrower shall have received such other approvals, opinions or documents as been met to the Required Lenders, through reasonable satisfaction of the Administrative Agent. (e) In the case of a Credit Extension to be denominated in an Offshore Currency, may reasonably requestthere shall not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of the Required Lenders (in the case of any Committed Loans to be denominated in an Offshore Currency), the Swing Line Lender (in case of any Swing Line Loan to be denominated in an Offshore Currency) or the L/C Issuers (in the case of any Letter of Credit to be denominated in an Offshore Currency) would make it impracticable for such Credit Extension to be denominated in the relevant Offshore Currency. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurocurrency Rate Committed Loans), certificate referred to in Section 2.22(a) with respect to an Extension Notice and certificate referred to in Section 2.21(d) with respect to any increase in the Aggregate Commitments, as applicable, submitted by the a Borrower shall be deemed to be a representation and warranty by such Borrower that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension, Extension and shall be deemed a making of the effective date of an Extension Notice or the Increase Effective Date, as applicablerepresentations and warranties described in Section 4.02(a).

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Rate Committed Loans), an Extension Notice in accordance with Section 2.22 or a request for Additional Credit Commitments in accordance with Section 2.21 ) is subject to the following conditions precedent: (a) The representations and warranties of (i) the Borrower Borrowers contained in Article V and (ii) each other Loan Party contained in Article III or any each other Loan Document, Document or which are contained in any document furnished at any time under or in connection herewith or therewith, (x) that in either case (i) or (ii) are qualified by materiality shall be true and correct on and as of the date of such Credit Extension, any Extension Notice and any Increase Effective Date(y) that are not qualified by materiality, (i) shall be true and correct in all material respects on and as of the date of such Credit Extension; except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, (ii) and except that for purposes of this Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 3.04 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections clauses (a) and (b), respectively, of Section 5.01 and (iii) together with any additional items that will be disclosed on updated Schedules delivered on the next scheduled delivery date, as to which the Borrower has notified the Administrative Agent in writing6.01. (b) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof, extension of the Maturity Date in accordance with Section 2.22 or increase in Aggregate Commitments in accordance with Section 2.21. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender, Lender shall have received a Request for Credit Extension, the certificate referred to in Section 2.22(a) with respect to an Extension Notice or the certificate referred to in Section 2.21(d) with respect to any increase in Aggregate Commitments, as applicable, in accordance with the requirements hereof. (d) The Administrative Agent If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.15 to the designation of such Borrower as a Designated Borrower shall have received such other approvalsbeen met to the satisfaction of the Administrative Agent. (e) In the case of a Credit Extension to be denominated in an Alternative Currency, opinions there shall not have occurred any change in national or documents as international financial, political or economic conditions or currency exchange rates or exchange controls which in the Required Lenders, through reasonable opinion of the Administrative Agent, may reasonably requestthe Required Lenders (in the case of any Loans to be denominated in an Alternative Currency) would make it impracticable for such Credit Extension to be denominated in the relevant Alternative Currency. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurocurrency Rate Committed Loans), certificate referred to in Section 2.22(a) with respect to an Extension Notice and certificate referred to in Section 2.21(d) with respect to any increase in the Aggregate Commitments, as applicable, submitted by the Borrower Company shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension, the effective date of an Extension Notice or the Increase Effective Date, as applicable.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Loan Conversion/Continuation Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency LIBO Rate Loans), an Extension Notice in accordance with Section 2.22 or a request for Additional ) and of each L/C Issuer to issue each Letter of Credit Commitments in accordance with Section 2.21 is subject to the following conditions precedent: (a) The representations and warranties of the Borrower Borrowers and each other Loan Party contained in Article III V or any other Loan Document, or which are contained in any document required to be furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the date of such Credit Extension, any Extension Notice and any Increase Effective Date, (i) except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, (ii) and except that for purposes of this Section 4.02, the representations and warranties contained in clauses (a) and (b) of Section 3.04 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections clauses (a) and (b), respectively, of Section 5.01 and (iii) together with any additional items that will be disclosed on updated Schedules delivered on the next scheduled delivery date, as to which the Borrower has notified the Administrative Agent in writing6.01. (b) No Default or Event of Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof, extension of the Maturity Date in accordance with Section 2.22 or increase in Aggregate Commitments in accordance with Section 2.21. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender, Lender shall have received a Request for Credit Extension, the certificate referred to in Section 2.22(a) with respect to an Extension Notice or the certificate referred to in Section 2.21(d) with respect to any increase in Aggregate Commitments, as applicable, in accordance with the requirements hereof. (d) The Administrative Agent No event or circumstance which could reasonably be expected to result in a Material Adverse Effect shall have received such other approvals, opinions or documents as the Required Lenders, through the Administrative Agent, may reasonably requestoccurred. Each Request for Credit Extension (other than a Loan Conversion/Continuation Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurocurrency LIBO Rate Loans), certificate referred to in Section 2.22(a) with respect to an Extension Notice and certificate referred to in Section 2.21(d) with respect to any increase in the Aggregate Commitments, as applicable, submitted by the Lead Borrower shall be deemed to be a representation and warranty by the Borrowers that the conditions specified in Sections 4.02(a) and (b4.02(b) have been satisfied on and as of the date of the applicable Credit Extension. 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 Administrative Agent to cease making Committed Loans, the effective date Lenders will fund their Applicable Percentage of an Extension Notice all Loans and L/C Advances and participate in all Swing Line Loans and Letters of Credit whenever made or issued, which are requested by the Lead Borrower and which, notwithstanding the failure of the Loan Parties to comply with the provisions of this Article IV, agreed to by the Administrative Agent; provided, however, the making of any such Loans or the Increase Effective Date, issuance of any Letters of Credit shall not be deemed a modification or waiver by any Credit Party of the provisions of this Article IV on any future occasion or a waiver of any rights of the Credit Parties as applicablea result of any such failure to comply.

Conditions to all Credit Extensions. The obligation of each Lender and each L/C Issuer to honor any Request for Credit Extension (other than a Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Rate Loans), an Extension Notice in accordance with Section 2.22 or a request for Additional Credit Commitments in accordance with Section 2.21 is subject to the following conditions precedent: (a) The representations and warranties of the Borrower Company and each other Loan Party contained in Article III VI or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all respects on and as of the date of such Credit Extension, any Extension Notice and any Increase Effective Date, (i) except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all respects as of such earlier date, (ii) and except that for purposes of this Section 4.025.02, the representations and warranties contained in subsections (a) and (b) of Section 3.04 6.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections clauses (a) and (b), respectively, of Section 5.01 and (iii) together with any additional items that will be disclosed on updated Schedules delivered on the next scheduled delivery date, as to which the Borrower has notified the Administrative Agent in writing7.01. (b) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof, extension of the Maturity Date in accordance with Section 2.22 or increase in Aggregate Commitments in accordance with Section 2.21. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or and/or the Swing Line Lender, Lender shall have received a Request for Credit Extension, the certificate referred to in Section 2.22(a) with respect to an Extension Notice or the certificate referred to in Section 2.21(d) with respect to any increase in Aggregate Commitments, as applicable, in accordance with the requirements hereof. (d) The In the case of a Letter of Credit to be denominated in an Alternative Currency, such currency remains an Eligible Currency. (e) In the case of a Request for Credit Extension requesting a Borrowing of Revolving Loans or Swing Line Loans, the Administrative Agent and each Lender shall have received such other approvals, opinions or documents as the Required Lenders, through Initial Budgets for all of the Administrative Agent, may reasonably requestNY MTA Projects pursuant to Section 7.02(j). Each Request for Credit Extension (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurocurrency Rate Loans), certificate referred to in Section 2.22(a) with respect to an Extension Notice and certificate referred to in Section 2.21(d) with respect to any increase in the Aggregate Commitments, as applicable, submitted by the a Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a5.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension, and the effective initial Request for Credit Extension requesting a Borrowing of Revolving Loans or Swing Line Loans by the Company shall be a representation and warranty that the condition specified in Section 5.02(e) has been satisfied on and as of the date of an Extension Notice or the Increase Effective Date, as applicableapplicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Rate Loans), an Extension Notice in accordance with Section 2.22 or a request for Additional Credit Commitments in accordance with Section 2.21 is subject to the following conditions precedent: (a) The representations and warranties of the Borrower Borrowers and each other Loan Party contained in Article III VI or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the date of such Credit Extension, any Extension Notice and any Increase Effective Date, (i) except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, (ii) and except that for purposes of this Section 4.025.02, the representations and warranties contained in subsections (a) and (b) of Section 3.04 6.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections clauses (a) and (b), respectively, of Section 5.01 and (iii) together with any additional items that will be disclosed on updated Schedules delivered on the next scheduled delivery date, as to which the Borrower has notified the Administrative Agent in writing7.01. (b) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof, extension of the Maturity Date in accordance with Section 2.22 or increase in Aggregate Commitments in accordance with Section 2.21. (c) The Administrative applicable Agent and, if applicable, the applicable L/C Issuer or and/or the Swing Line Lender, Lender shall have received a Request for Credit Extension, the certificate referred to in Section 2.22(a) with respect to an Extension Notice or the certificate referred to in Section 2.21(d) with respect to any increase in Aggregate Commitments, as applicable, in accordance with the requirements hereof. (d) The Administrative Agent In the case of a Credit Extension that is a Designated Borrower Revolving Loan, then the conditions of Section 2.02(f)(iii) to the designation of such Borrower as a Designated Borrower shall have received such other approvals, opinions or documents as been met to the Required Lenders, through satisfaction of the Administrative Agent. (e) In the case of a Credit Extension to be denominated in an Alternative Currency, may reasonably requestthere shall not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of the applicable Agent, the Required Lenders (in the case of any Loans to be denominated in an Alternative Currency) or the L/C Issuer (in the case of any Letter of Credit to be denominated in an Alternative Currency) would make it impracticable for such Credit Extension to be denominated in the relevant Alternative Currency. Each Request for Credit Extension (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurocurrency Rate Loans), certificate referred to in Section 2.22(a) with respect to an Extension Notice and certificate referred to in Section 2.21(d) with respect to any increase in the Aggregate Commitments, as applicable, submitted by the a Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a5.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension, the effective date of an Extension Notice or the Increase Effective Date, as applicable.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension Committed Borrowing (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency SOFR Rate Committed Loans), an Extension Notice in accordance with Section 2.22 or a request for Additional Credit Commitments in accordance with Section 2.21 ) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article III V or any other Loan Document, or Document to which are contained in any document furnished at any time under or in connection herewith or therewithsuch Loan Party is a party, shall be true and correct in all material respects (except with respect to representations and warranties which are expressly qualified by materiality, which shall be true and correct in all respects) on and as of the date of such Credit ExtensionCommitted Borrowing, any Extension Notice and any Increase Effective Date, (i) except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (except with respect to representations and warranties which are expressly qualified by materiality, which shall be true and correct in all respects) as of such earlier date, (ii) except that for purposes of this Section 4.02, the representations and warranties contained in Section 3.04 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 5.01 and (iii) together with any additional items that will be disclosed on updated Schedules delivered on the next scheduled delivery date, as to which the Borrower has notified the Administrative Agent in writing. (b) No Default shall existexist at the time of, or would result from from, such proposed Credit Extension or from the application of the proceeds thereof, extension of the Maturity Date in accordance with Section 2.22 or increase in Aggregate Commitments in accordance with Section 2.21Committed Borrowing. (c) The Solely with respect to any Committed Borrowing of Additional Committed Loans, (i) the Leverage Ratio, calculated on a Pro Forma Basis after giving effect thereto shall be less than 3.50 to 1.00; provided that, solely for purposes of this Section 4.02(c), the proceeds of such Committed Borrowing shall not be included in the calculation of Unrestricted Cash for purposes of calculating the Leverage Ratio and (iii) the Availability Period shall not have expired. (d) Solely with respect to any Committed Borrowing of Additional Committed Loans, (i) the Arkansas Bromine Processing Facility shall be owned by a Loan Party and a Loan Party shall hold right, title and interest in and to the Arkansas Bromine Interests, in each case at the time any such Committed Borrowing is made, (ii) the Arkansas Bromine Assets shall be subject to a valid and enforceable first priority Lien in favor of the Administrative Agent andfor the benefit of the Secured Parties (including, if applicablefor the avoidance of doubt, a duly executed mortgage in respect of the Arkansas Bromine Processing Facility and related deliverables reflected in Section 6.16(c)), (iii) not less than one week (or such shorter period as the Administrative Agent may agree in its sole discretion) prior to the date of the first Committed Borrowing of Additional Committed Loans, the applicable L/C Issuer Administrative Agent shall have received substantially final drafts of (A) the EPC Contract, (B) the Shared Facilities Contracts and (C) any other material agreements related 57 thereto (collectively, the “Bromine Project Documents”), (iv) not less than two (2) Business Days (or such shorter period as the Swing Line LenderAdministrative Agent may agree in its sole discretion) prior to the date of the first Committed Borrowing of Additional Committed Loans, the Administrative Agent shall have received final drafts of each Bromine Project Documents, (v) the Administrative Agent shall, acting reasonably, have given its approval to the terms of any credit support to be provided by the relevant Loan Party and counterparty under each Bromine Project Document, (vi) on or prior to the date of the first Committed Borrowing of Additional Committed Loans, the Administrative Agent shall have received the Bromine Project Documents, in each case duly executed by the parties thereto, and such Bromine Project Documents shall be in full force and effect, (vii) each Bromine Project Document, in substantially the form delivered to the Administrative Agent pursuant to subclause (iii) above, shall have received a Request for Credit Extensionbeen approved by the Board, the certificate referred to in Section 2.22(a(viii) with respect to an Extension Notice or the certificate referred to in Section 2.21(dmaterial terms of the Bromine Project Documents: (A) with respect to each Bromine Project Document shall specifically permit the assignment of any increase in Aggregate Commitmentsand all rights and obligations of the Loan Parties under such Bromine Project Document, as applicable, to the Administrative Agent (and any of its assignees or transferees) in accordance connection with any exercise of remedies by the requirements hereofAdministrative Agent or the Secured Parties under this Agreement or the other Loan Documents following the occurrence and during the continuance of an Event of Default, (B) manufacturer and supplier warranties shall be assignable without restriction (except for non-payment of undisputed amounts due and payable by the Borrower or any Loan Party (any such amounts, the “Specified Amount”); provided that Lenders shall have the opportunity to cure such non-payment and any related defaults by paying all such Specified Amounts no later than fifteen (15) Business Days after receipt of written notice thereof from the counterparty), (C) the EPC Contract shall have an aggregate maximum contract price of no more than Two Hundred Million Dollars ($200,000,000) (excluding any portion of such contract price allocable to the Shared Facilities) and (D) the Shared Facilities Contracts shall not contain any provisions that would result in the Borrower or its relevant Subsidiary being prohibited or restricted from accessing and utilizing the shared facilities at any time, including during an event of default under such Shared Facilities Contracts (including, but not limited to, access and utilization in the same manner and at the same cost as any time when an event of default under such Shared Facilities Contracts is not continuing) (except for non-payment of undisputed amounts due and payable by the Borrower or any Loan Party (any such amounts, the “Shared Facility Specified Amount”); provided that Lenders shall have the opportunity to cure such non-payment and any related defaults by paying all such Shared Facility Specified Amounts no later than fifteen (15) Business Days after receipt of written notice thereof from the counterparty. (de) The Administrative Agent shall have received such other approvals, opinions or documents as a Committed Loan Notice in accordance with the Required Lenders, through the Administrative Agent, may reasonably requestrequirements hereof. Each Request for Credit Extension Committed Loan Notice (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurocurrency SOFR Rate Committed Loans), certificate referred to in Section 2.22(a) with respect to an Extension Notice and certificate referred to in Section 2.21(d) with respect to any increase in the Aggregate Commitments, as applicable, submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension, the effective date of an Extension Notice or the Increase Effective Date, as applicableCommitted Borrowing.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a LIBOR Rate Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency LIBOR Rate Loans), an Extension Notice in accordance with Section 2.22 or a request for Additional ) and each L/C Issuer to issue each Letter of Credit Commitments in accordance with Section 2.21 is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article III V or in any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the date of such Credit Extension, any Extension Notice and any Increase Effective Date, except (i) except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, (ii) except that in the case of any representation and warranty qualified by materiality, they shall be true and correct in all respects, and (iii) for purposes of this Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 3.04 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections clauses (a) and (b), respectively, of Section 5.01 and (iii) together with any additional items that will be disclosed on updated Schedules delivered on the next scheduled delivery date, as to which the Borrower has notified the Administrative Agent in writing.6.01; (b) No Default or Event of Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof, extension of the Maturity Date in accordance with Section 2.22 or increase in Aggregate Commitments in accordance with Section 2.21.; (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender, Lender shall have received a Request for Credit Extension, the certificate referred to in Section 2.22(a) with respect to Extension or an Extension Notice or the certificate referred to in Section 2.21(d) with respect to any increase in Aggregate Commitmentsupdated Borrowing Base Certificate, as applicable, in accordance with the requirements hereof.; (d) The Administrative Agent No event or circumstance which could reasonably be expected to result in a Material Adverse Effect shall have received occurred; and (e) No Overadvance shall result from such other approvals, opinions or documents as the Required Lenders, through the Administrative Agent, may reasonably requestCredit Extension. Each Request for Credit Extension (other than a LIBOR Rate Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurocurrency LIBOR Rate Loans), certificate referred to in Section 2.22(a) with respect to an Extension Notice and certificate referred to in Section 2.21(d) with respect to any increase in the Aggregate Commitments, as applicable, submitted by the Borrower Borrowers shall be deemed to be a representation and warranty by the Borrowers that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension. 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 Loans and the L/C Issuer to cease issuing Letters of Credit, the effective date Lenders will fund their Applicable Percentage of an Extension Notice all Loans and participate in all Swing Line Loans and Letters of Credit whenever made or issued, which are requested by the Lead Borrower and which, notwithstanding the failure of the Loan Parties to comply with the provisions of this Article IV, agreed to by the Agent, provided, however, the making of any such Loans or the Increase Effective Date, issuance of any Letters of Credit shall not be deemed a modification or waiver by any Credit Party of the provisions of this Article IV on any future occasion or a waiver of any rights or the Credit Parties as applicablea result of any such failure to comply.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Eurodollar Rate Loans), an Extension Notice in accordance with Section 2.22 or a request for Additional Credit Commitments in accordance with Section 2.21 ) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower Borrowers and each other Loan Party contained in Article III V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, Document shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such Credit Extension, any Extension Notice and any Increase Effective Date, (i) except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier datedate (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), (ii) and except that for purposes of this Section 4.02, the representations and warranties contained in Section 3.04 Sections 5.05(a) and 5.05(b) shall be deemed to refer to the most recent statements furnished pursuant to subsections (aSections 6.01(a) and (b6.01(b), respectively, of Section 5.01 and (iii) together with any additional items that will be disclosed on updated Schedules delivered on the next scheduled delivery date, as to which the Borrower has notified the Administrative Agent in writing. (b) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof, extension of the Maturity Date in accordance with Section 2.22 or increase in Aggregate Commitments in accordance with Section 2.21. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender, Lender shall have received a Request for Credit Extension, the certificate referred to in Section 2.22(a) with respect to an Extension Notice or the certificate referred to in Section 2.21(d) with respect to any increase in Aggregate Commitments, as applicable, in accordance with the requirements hereof. (d) The Administrative Agent If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.15 to the designation of such Borrower as a Designated Borrower shall have received such other approvalsbeen met to the satisfaction of the Administrative Agent. (e) In the case of a Credit Extension to be denominated in an Alternative Currency, opinions there shall not have occurred any change in national or documents as international financial, political or economic conditions or currency exchange rates or exchange controls which in the Required Lenders, through reasonable opinion of the Administrative Agent, may reasonably requestthe Required Lenders (in the case of any Loans to be denominated in an Alternative Currency) or the L/C Issuers (in the case of any Letter of Credit to be denominated in an Alternative Currency) would make it impracticable for such Credit Extension to be denominated in the relevant Alternative Currency. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurocurrency Eurodollar Rate Loans), certificate referred to in Section 2.22(a) with respect to an Extension Notice and certificate referred to in Section 2.21(d) with respect to any increase in the Aggregate Commitments, as applicable, submitted by the Borrower Borrowers shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and ), (b) and, if applicable, (d) have been satisfied on and as of the date of the applicable Credit Extension, the effective date of an Extension Notice or the Increase Effective Date, as applicable.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Rate Loans), an Extension Notice in accordance with Section 2.22 or a request for Additional Credit Commitments in accordance with Section 2.21 is subject to the following conditions precedent: (a) The representations and warranties of the Borrower Company and each other Loan Credit Party contained in Article III V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewiththerewith (or, in the case of any incurrence of any Incremental Term Loan in connection with a Limited Conditionality Acquisition, certain specified representations and acquisition agreement representations to be agreed by the Company and the Lenders providing such Incremental Term Loan), shall be true and correct on and as of the date of such Credit Extension, any Extension Notice and any Increase Effective Date, (i) except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, (ii) except that for purposes of this Section 4.02, the representations and warranties contained in Section 3.04 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 5.01 and (iii) together with any additional items that will be disclosed on updated Schedules delivered on the next scheduled delivery date, as to which the Borrower has notified the Administrative Agent in writing. (b) No Default (or, in the case of any incurrence of any Incremental Term Loan in connection with a Limited Conditionality Acquisition, no Specified Event of Default) shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof, extension of the Maturity Date in accordance with Section 2.22 or increase in Aggregate Commitments in accordance with Section 2.21. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or and/or the Swing Line Lender, Lender shall have received a Request for Credit Extension, the certificate referred to in Section 2.22(a) with respect to an Extension Notice or the certificate referred to in Section 2.21(d) with respect to any increase in Aggregate Commitments, as applicable, in accordance with the requirements hereof. (d) The Administrative Agent In the case of a Credit Extension to be denominated in an Alternative Currency, there shall not have received such other approvalsoccurred any change in national or international financial, opinions political or documents as economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of the Required Lenders, through Lenders (in the Administrative Agent, may reasonably requestcase of any Loans to be denominated in an Alternative Currency) or the L/C Issuer (in the case of any Letter of Credit to be denominated in an Alternative Currency) would make it impracticable for such Credit Extension to be denominated in the relevant Alternative Currency. Each Request for Credit Extension (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurocurrency Rate Loans), certificate referred to in Section 2.22(a) with respect to an Extension Notice and certificate referred to in Section 2.21(d) with respect to any increase in the Aggregate Commitments, as applicable, submitted by the a Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension. Notwithstanding the foregoing, prior to the termination of the Revolving Commitments, any waiver of a Default in connection with a Request for Credit Extension for a Revolving Loan must be signed by the Revolving Lenders (other than Defaulting Lenders) holding at least a majority of the unfunded Revolving Commitments, the effective date of an Extension Notice or the Increase Effective Dateoutstanding Revolving Loans, as applicableSwing Line Loans, L/C Obligations and participations therein.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Rate Loans), an Extension Notice in accordance with Section 2.22 or a request for Additional Credit Commitments in accordance with Section 2.21 ) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower Borrowers and each other Loan Party contained in Article III V or any other Loan Document, Document or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct on and as of the date of such Credit Extension, any Extension Notice and any Increase Effective Date, (i) except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, (ii) and except that for purposes of this Section 4.02, the representations and warranties contained in Section 3.04 Sections 5.05(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to subsections (aSections 6.01(a) and (b), respectively, of Section 5.01 and (iii) together with any additional items that will be disclosed on updated Schedules delivered on the next scheduled delivery date, as to which the Borrower has notified the Administrative Agent in writing. (b) No Default shall exist, exist or would result from such proposed Credit Extension or from the application of the proceeds thereof, extension of the Maturity Date in accordance with Section 2.22 or increase in Aggregate Commitments in accordance with Section 2.21. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender, Lender shall have received a Request for Credit Extension, the certificate referred to in Section 2.22(a) with respect to an Extension Notice or the certificate referred to in Section 2.21(d) with respect to any increase in Aggregate Commitments, as applicable, in accordance with the requirements hereof. (d) The Administrative Agent If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.14 to the designation of such Borrower as a Designated Borrower shall have received such other approvalsbeen met to the satisfaction of the Administrative Agent. (e) In the case of a Credit Extension to be denominated in an Alternative Currency, opinions there shall not have occurred any change in national or documents as international financial, political or economic conditions or currency exchange rates or exchange controls which in the Required Lenders, through reasonable opinion of the Administrative Agent, may reasonably requestthe Required Lenders (in the case of any Loans to be denominated in an Alternative Currency) or the L/C Issuer (in the case of any Letter of Credit to be denominated in an Alternative Currency) would make it impracticable for such Credit Extension to be denominated in the relevant Alternative Currency. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurocurrency Rate Loans), certificate referred to in Section 2.22(a) with respect to an Extension Notice and certificate referred to in Section 2.21(d) with respect to any increase in the Aggregate Commitments, as applicable, submitted by the Borrower Company shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension, the effective date of an Extension Notice or the Increase Effective Date, as applicable.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a LIBOR Rate Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency LIBOR Rate Loans), an Extension Notice in accordance with Section 2.22 or a request for Additional ) and of each L/C Issuer to issue each Letter of Credit Commitments in accordance with Section 2.21 is subject to satisfaction of the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article III V or in any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the date of such Credit Extension, any Extension Notice and any Increase Effective Date, except (i) except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, (ii) except that in the case of any representation and warranty qualified by materiality, in which case they shall be true and correct in all respects and (iii) for purposes of this Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 3.04 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections clauses (a) and (b), respectively, of Section 5.01 and (iii) together with any additional items that will be disclosed on updated Schedules delivered on the next scheduled delivery date, as to which the Borrower has notified the Administrative Agent in writing6.01. (b) No Default or Event of Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof, extension of the Maturity Date in accordance with Section 2.22 or increase in Aggregate Commitments in accordance with Section 2.21. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender, Lender shall have received a Request for Credit Extension, the certificate referred to in Section 2.22(a) with respect to an Extension Notice or the certificate referred to in Section 2.21(d) with respect to any increase in Aggregate Commitments, as applicable, in accordance with the requirements hereof. (d) The Administrative Agent After giving effect to the Credit Extension requested to be made on any such date and the use of proceeds thereof, Availability shall have received such other approvalsnot be less than zero. (e) In the case of any Credit Extension the proceeds of which will be used to fund a Restricted Payment, opinions or documents the Lead Borrower and its Restricted Subsidiaries, taken as the Required Lendersa whole on a Consolidated basis, through the Administrative Agent, may reasonably requestshall be Solvent. Each Request for Credit Extension (other than a LIBOR Rate Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurocurrency LIBOR Rate Loans), certificate referred to in Section 2.22(a) with respect to an Extension Notice and certificate referred to in Section 2.21(d) with respect to any increase in the Aggregate Commitments, as applicable, submitted by the any Borrower shall be deemed to be a representation and warranty by the Borrowers that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension. The conditions set forth in this Section 4.02 are for the sole benefit of the Agent, the effective date L/C Issuer and the Lenders, but until the Required Lenders otherwise direct the -95- Agent to cease making Loans and issuing Letters of an Extension Notice Credit, the Lenders will fund their Applicable Percentage of all Loans and L/C Advances and participate in all Swing Line Loans and Letters of Credit whenever made or issued, which are requested by any Borrower and which, notwithstanding the failure of the Loan Parties to comply with the provisions of this Article IV, agreed to by the Agent, provided, however, the making of any such Loans or the Increase Effective Dateissuance of any Letters of Credit shall not be deemed a modification or waiver by the Agent, the L/C Issuer or any Lender of the provisions of this Article IV on any future occasion or a waiver of any rights or the Agent, the L/C Issuer or any Lender as applicablea result of any such failure to comply.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Eurodollar Rate Loans), an Extension Notice in accordance with Section 2.22 or a request for Additional Credit Commitments in accordance with Section 2.21 ) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article III VI or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, Document shall be true and correct in all material respects (or, if such representation or warranty is itself qualified by materiality or Material Adverse Effect, it shall be true and correct in all respects as drafted) on and as of the date of such Credit Extension, any Extension Notice and any Increase Effective Date, (i) except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or, if such representation or warranty is itself qualified by materiality or Material Adverse Effect, it shall be true and correct in all respects as drafted) as of such earlier date, (ii) except that for purposes of this Section 4.02, the representations and warranties contained in Section 3.04 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 5.01 and (iii) together with any additional items that will be disclosed on updated Schedules delivered on the next scheduled delivery date, as to which the Borrower has notified the Administrative Agent in writing. (b) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof, extension of the Maturity Date in accordance with Section 2.22 or increase in Aggregate Commitments in accordance with Section 2.21. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender, Lender shall have received a Request for Credit Extension, the certificate referred to in Section 2.22(a) with respect to an Extension Notice or the certificate referred to in Section 2.21(d) with respect to any increase in Aggregate Commitments, as applicable, in accordance with the requirements hereof. (d) The Administrative Agent shall have received such other approvals, opinions or documents as the Required Lenders, through the Administrative Agent, may reasonably request. Each Request for Credit Extension (other than a Loan Notice requesting only a conversion of Loans to the other Type Type, or a continuation of Eurocurrency Eurodollar Rate Loans), certificate referred to in Section 2.22(a) with respect to an Extension Notice and certificate referred to in Section 2.21(d) with respect to any increase in the Aggregate Commitments, as applicable, submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a5.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension. Solely in connection with a drawing under an Incremental Term Loan in connection with a Limited Condition Acquisition, at the effective election of the Lenders providing such Incremental Term Loan, (a) the condition set forth in Section 5.02(a) (i) shall apply on the LCA Test Date and (ii) with respect to the funding date of an Extension Notice or such Incremental Term Loan, may be limited to customary “specified” representations and warranties and (b) the Increase Effective conditions set forth in Sections 5.02(b) (other than with respect to the absence of Default pursuant to Sections 9.01(a), (f) and (g)) shall relate to the LCA Test Date, as applicablenot the date of the related Borrowing.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than on the Closing Date, other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Rate Loans), an Extension Notice in accordance with Section 2.22 or a request for Additional Credit Commitments in accordance with Section 2.21 ) is subject to the following conditions precedent: (a) The Subject in the case of any Borrowing in connection with a New Loan Commitment or Incremental Equivalent Debt to the provisions in Section 1.02(i), the representations and warranties of the Borrower and each other Loan Party contained in Article III V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, Document shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) on and as of the date of such Credit Extension, any Extension Notice and any Increase Effective Date, (i) except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) as of such earlier date, (ii) and except that for purposes of this Section 4.02, the representations and warranties contained in Section 3.04 Sections 5.05(a) and (b) shall be deemed to refer to the most recent financial statements furnished pursuant to subsections (aSections 6.01(a) and (b), respectively, of Section 5.01 and (iii) together with any additional items that will be disclosed on updated Schedules delivered on the next scheduled delivery date, as prior to which the Borrower has notified the Administrative Agent in writingsuch proposed Credit Extension. (b) No Subject in the case of any Borrowing in connection with a New Loan Commitment or Incremental Equivalent Debt to the provisions in Section 1.02(i), no Default or Event of Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof, extension of the Maturity Date in accordance with Section 2.22 or increase in Aggregate Commitments in accordance with Section 2.21therefrom. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender, shall have received a Request for Credit Extension, the certificate referred to in Section 2.22(a) with respect to an Extension Notice or the certificate referred to in Section 2.21(d) with respect to any increase in Aggregate Commitments, as applicable, in accordance with the requirements hereof. (d) The Administrative Agent shall have received such other approvals, opinions or documents as the Required Lenders, through the Administrative Agent, may reasonably request. Each Request for a Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurocurrency Rate Loans), certificate referred to in Section 2.22(a) with respect to an Extension Notice and certificate referred to in Section 2.21(d) with respect to any increase in the Aggregate Commitments, as applicable, submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied (unless waived) on and as of the date of the applicable Credit Extension, the effective date of an Extension Notice or the Increase Effective Date, as applicable.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a CommittedLIBO Rate Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency LIBO Rate Loans), an Extension Notice in accordance with Section 2.22 or a request for Additional ) and each L/C Issuer to issue each Letter of Credit Commitments in accordance with Section 2.21 is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article III V or in any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the date of such Credit Extension, any Extension Notice and any Increase Effective Date, except (i) except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, (ii) except that in the case of any representation and warranty qualified by materiality, they shall be true and correct in all respects, and (iii) for purposes of this Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 3.04 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections clauses (a) and (b), respectively, of Section 5.01 and (iii) together with any additional items that will be disclosed on updated Schedules delivered on the next scheduled delivery date, as to which the Borrower has notified the Administrative Agent in writing6.01. (b) No Default or Event of Default shall exist, or would result from immediately after giving effect to such proposed Credit Extension or from the application of the proceeds thereof, extension of the Maturity Date in accordance with Section 2.22 or increase in Aggregate Commitments in accordance with Section 2.21. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender, Lender shall have received a Request for Credit Extension, the certificate referred to in Section 2.22(a) with respect to an Extension Notice or the certificate referred to in Section 2.21(d) with respect to any increase in Aggregate Commitments, as applicable, in accordance with the requirements hereof. (d) The Administrative Agent Immediately after giving effect to the Credit Extension requested to be made on any such date and the use of proceeds thereof, Availability shall have received such other approvals, opinions or documents as the Required Lenders, through the Administrative Agent, may reasonably requestbe greater than zero. Each Request for Credit Extension (other than a CommittedLIBO Rate Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurocurrency LIBO Rate Loans), certificate referred to in Section 2.22(a) with respect to an Extension Notice and certificate referred to in Section 2.21(d) with respect to any increase in the Aggregate Commitments, as applicable, submitted by the Borrower shall be deemed to be a representation and warranty by the Borrower that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension. 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 Loans and issuing Letters of Credit, the effective date Lenders will fund their Applicable Percentage of an Extension Notice all Loans and participate in all Swing Line Loans and Letters of Credit whenever made or issued, which are requested by the Borrower and which, notwithstanding the failure of the Loan Parties to comply with the provisions of this Article IV, agreed to by the Agent, provided, however, the making of any such Loans or the Increase Effective Date, issuance of any Letters of Credit shall not be deemed a modification or waiver by any Credit Party of the provisions of this Article IV on any future occasion or a waiver of any rights or the Credit Parties as applicablea result of any such failure to comply.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Rate Loans), an Extension Notice in accordance with Section 2.22 or a request for Additional Credit Commitments in accordance with Section 2.21 is subject to the following conditions precedent: (a) The representations and warranties of the Borrower Company and each other Loan Party contained in Article III VI or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the date of such Credit Extension, any Extension Notice and any Increase Effective Date, (i) except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, (ii) except that for purposes of this Section 4.02, the representations and warranties contained in Section 3.04 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 5.01 and (iii) together with any additional items that will be disclosed on updated Schedules delivered on the next scheduled delivery date, as to which the Borrower has notified the Administrative Agent in writing. (b) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof, extension of the Maturity Date in accordance with Section 2.22 or increase in Aggregate Commitments in accordance with Section 2.21. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender, Lender shall have received a Request for Credit Extension, the certificate referred to in Section 2.22(a) with respect to an Extension Notice or the certificate referred to in Section 2.21(d) with respect to any increase in Aggregate Commitments, as applicable, in accordance with the requirements hereof. (d) The Administrative Agent If the applicable Borrower is a Designated Borrower, such Borrower shall have received such other approvalsbeen designated as a Designated Borrower pursuant to Section 2.14. (e) In the case of a Credit Extension to be denominated in an Alternative Currency, opinions there shall not have occurred any change in national or documents as international financial, political or economic conditions or currency exchange rates or exchange controls which in the Required Lenders, through reasonable opinion of the Administrative Agent, may reasonably requestthe Required Lenders (in the case of any Revolving Loans to be denominated in an Alternative Currency) or the L/C Issuer (in the case of any Letter of Credit to be denominated in an Alternative Currency) would make it impracticable for such Credit Extension to be denominated in the relevant Alternative Currency. Each Request for Credit Extension (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurocurrency Rate Loans), certificate referred to in Section 2.22(a) with respect to an Extension Notice and certificate referred to in Section 2.21(d) with respect to any increase in the Aggregate Commitments, as applicable, submitted by the Borrower Company shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a5.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension. Notwithstanding the foregoing, no Subsidiary that is a Designated Borrower as of the effective date of an Extension Notice or Closing Date shall be entitled to request Credit Extensions hereunder until such time as all documentation required with respect to such Designated Borrower pursuant to Sections 5.01(b) and (d) has been delivered to the Increase Effective Date, as applicableAdministrative Agent.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Eurodollar Rate Loans), an Extension Notice in accordance with Section 2.22 or a request for Additional Credit Commitments in accordance with Section 2.21 ) is subject to the condition that the Effective Date shall have occurred and the following additional conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party Borrowers contained in Article III V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, Document shall be true and correct in all material respects on and as of the date of such Credit Extension, any Extension Notice and any Increase Effective Date, (i) except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, (ii) and except that for purposes of this Section 4.02, the representations and warranties contained in Section 3.04 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (bSection 6.01(a), respectively, of Section 5.01 and (iii) together with any additional items that will be disclosed on updated Schedules delivered on the next scheduled delivery date, as to which the Borrower has notified the Administrative Agent in writing. (b) No Default shall exist, have occurred and be continuing or would will result from such proposed Credit Extension or from the application making of the proceeds thereof, extension of the Maturity Date in accordance with Section 2.22 or increase in Aggregate Commitments in accordance with Section 2.21Credit Extensions. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender, Applicable Issuing Party shall have received a Request for Credit Extension, the certificate referred to in Section 2.22(a) with respect to an Extension Notice or the certificate referred to in Section 2.21(d) with respect to any increase in Aggregate Commitments, as applicable, in accordance with the requirements hereofhereof and the Administrative Agent shall have received a Borrowing Base Certificate calculated as of the most recent Business Day in accordance with the requirements hereof and demonstrating compliance with Section 6.10 with respect to such Borrower. (d) The In the case of a Credit Extension to be denominated in an Alternative Currency, there shall not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of the Administrative Agent, the Required Lenders or the Applicable Issuing Party would make it impracticable for such Credit Extension to be denominated in the relevant Alternative Currency. (e) In addition to satisfaction of the conditions in clauses (a) through (d), the obligation of each Lender to make its initial Credit Extension to a Designated Borrower is subject to the satisfaction of the conditions that the Administrative Agent shall have received the following: (i) a Designated Borrower Assumption Agreement executed by such other approvals, opinions or Designated Borrower and Alterra Capital and a Security Agreement and Control Agreement executed by such Designated Borrower; (ii) all documents as shall reasonably demonstrate the Required Lendersexistence of such Designated Borrower, through the corporate power and authority of such Designated Borrower to enter into, and the validity with respect to such Designated Borrower of, this Agreement and the other Loan Documents to which it is a party and the incumbency of officers executing the Loan Documents (including an opinion of counsel to such Designated Borrower and, if such counsel is not licensed to practice in New York, an opinion of New York counsel), in form and substance reasonably satisfactory to the Administrative Agent; (iii) a certificate of a Responsible Officer of Alterra Capital or such Designated Borrower either (A) attaching copies of all consents, may licenses and approvals from a Governmental Authority required in connection with the execution, delivery and performance by such Designated Borrower and the validity against such Designated Borrower of the Loan Documents to which it is a party and confirming that such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (iv) such corporate documents and other information as any Lender shall reasonably requestrequest for purposes of the Patriot Act and/or such Lender's “Know Your Client” requirements; (v) if such Designated Borrower is a Foreign Obligor, no Lender shall be subject to any legal or regulatory requirement to be licensed to do business in the jurisdiction in which such Designated Borrower is organized in order to make Credit Extensions to such Designated Borrower or shall be otherwise prohibited from lending to such Designated Borrower; (vi) if required by Section 2.14 (c), the Designated Borrower shall have deposited the necessary Eligible Collateral in its Collateral Account and provided a Borrowing Base Certificate reflecting such deposit; (vii) if the Designated Borrower is Alterra Reinsurance USA, Alterra Reinsurance USA shall have a Financial Strength Rating of at least A-; and (viii) a Note for each Lender requesting the same. Each Request for Credit Extension (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurocurrency Eurodollar Rate Loans), certificate referred to in Section 2.22(a) with respect to an Extension Notice and certificate referred to in Section 2.21(d) with respect to any increase in the Aggregate Commitments, as applicable, submitted by the a Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) ), have been satisfied on and as of the date of the applicable Credit Extension, the effective date of an Extension Notice or the Increase Effective Date, as applicable.

Conditions to all Credit Extensions. The obligation of each Lender (and each L/C Issuer and each Swing Line Lender, as applicable) to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other another Type, or a continuation of Term SOFR Loans, Eurocurrency Rate Loans), an Extension Notice in accordance with Section 2.22 EURIBO Rate Loans, CDORAlternative Currency Term Rate Loans or a request for Additional Credit Commitments in accordance with Section 2.21 XXXXX Rate Loans) is subject to the satisfaction (or waiver) of the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party Borrowers contained in Article III V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the date of such Credit Extension, any Extension Notice and any Increase Effective Date, (i) except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, (ii) and except that for purposes of this Section 4.02, the representations and warranties contained in Section 3.04 5.05(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to subsections (aSection 6.01(a) and or (b), respectively, of Section 5.01 ; provided further that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (iiiafter giving effect to any qualification therein) together with any additional items that will be disclosed in all respects on updated Schedules delivered on the next scheduled delivery datesuch respective dates, as applicable; provided, however, that, if such Credit Extension constitutes the incurrence of Increased Revolving Commitments, Increased Term Loan Commitments or Incremental Term Facility and the proceeds thereof are being used to which the Borrower has notified the Administrative Agent in writingfinance a Limited Condition Transaction, this clause (a) shall be subject to Section 1.09. (b) No Default shall exist, exist or would result from such proposed Credit Extension; provided, however, that, if such Credit Extension constitutes the incurrence of Increased Revolving Commitments, Increased Term Loan Commitments or from the application of Incremental Term Facility and the proceeds thereofthereof are being used to finance a Limited Condition Transaction, extension of the Maturity Date in accordance with this clause (b) shall be subject to Section 2.22 or increase in Aggregate Commitments in accordance with Section 2.211.09. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender, shall have received a Request for Credit Extension, the certificate referred to in Section 2.22(a) with respect to an Extension Notice or the certificate referred to in Section 2.21(d) with respect to any increase in Aggregate Commitments, as applicable, in accordance with the requirements hereof. (d) The Administrative Agent shall have received In the case of a Credit Extension to be denominated in an Alternative Currency, such other approvals, opinions or documents as the Required Lenders, through the Administrative Agent, may reasonably requestcurrency remains an Eligible Currency. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Term SOFR Loans, Eurocurrency Rate Loans), certificate referred to in Section 2.22(aEURIBO Rate Loans, CDORAlternative Currency Term Rate Loans or XXXXX Rate Loans) with respect to an Extension Notice and certificate referred to in Section 2.21(d) with respect to any increase in the Aggregate Commitments, as applicable, submitted by the any Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension, the effective date of an Extension Notice or the Increase Effective Date, as applicable.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a LIBOR Rate Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency LIBOR Rate Loans), an Extension Notice in accordance with Section 2.22 or a request for Additional ) and of each L/C Issuer to issue each Letter of Credit Commitments in accordance with Section 2.21 is subject to satisfaction of the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article III V or in any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the date of such Credit Extension, any Extension Notice and any Increase Effective Date, except (i) except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, (ii) except that in the case of any representation and warranty qualified by materiality, in which case they shall be true and correct in all respects and (iii) for purposes of this Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 3.04 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections clauses (a) and (b), respectively, of Section 5.01 and (iii) together with any additional items that will be disclosed on updated Schedules delivered on the next scheduled delivery date, as to which the Borrower has notified the Administrative Agent in writing6.01. (b) No Default or Event of Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof, extension of the Maturity Date in accordance with Section 2.22 or increase in Aggregate Commitments in accordance with Section 2.21. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender, Lender shall have received a Request for Credit Extension, the certificate referred to in Section 2.22(a) with respect to an Extension Notice or the certificate referred to in Section 2.21(d) with respect to any increase in Aggregate Commitments, as applicable, in accordance with the requirements hereof. (d) The Administrative Agent After giving effect to the Credit Extension requested to be made on any such date and the use of proceeds thereof, Availability shall have received such other approvalsnot be less than zero. (e) In the case of any Credit Extension the proceeds of which will be used to fund a Restricted Payment, opinions or documents the Lead Borrower and its Restricted Subsidiaries, taken as the Required Lendersa whole on a Consolidated basis, through the Administrative Agent, may reasonably requestshall be Solvent. Each Request for Credit Extension (other than a LIBOR Rate Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurocurrency LIBOR Rate Loans), certificate referred to in Section 2.22(a) with respect to an Extension Notice and certificate referred to in Section 2.21(d) with respect to any increase in the Aggregate Commitments, as applicable, submitted by the any Borrower shall be deemed to be a representation and warranty by the Borrowers that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension. The conditions set forth in this Section 4.02 are for the sole benefit of the Agent, the effective date L/C Issuer and the Lenders, but until the Required Lenders otherwise direct the Agent to cease making Loans and issuing Letters of an Extension Notice Credit, the Lenders will fund their Applicable Percentage of all Loans and L/C Advances and participate in all Swing Line Loans and Letters of Credit whenever made or issued, which are requested by any Borrower and which, notwithstanding the failure of the Loan Parties to comply with the provisions of this Article IV, agreed to by the Agent, provided, however, the making of any such Loans or the Increase Effective Dateissuance of any Letters of Credit shall not be deemed a modification or waiver by the Agent, the L/C Issuer or any Lender of the provisions of this Article IV on any future occasion or a waiver of any rights or the Agent, the L/C Issuer or any Lender as applicablea result of any such failure to comply.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Rate Committed Loans), an Extension Notice in accordance with Section 2.22 or a request for Additional Credit Commitments in accordance with Section 2.21 ) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article III 5 or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, Document shall be true and correct in all material respects on and as of the date of such Credit Extension, any Extension Notice and any Increase Effective Date, except (i) except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, date and (ii) except that for purposes of this Section 4.024.02(a), the representations and warranties contained in Section 3.04 5.05(a) shall be deemed to refer to the most recent financial statements furnished pursuant to subsections (aSections 6.01(a) and (b6.01(b) and, in the case of the financial statements furnished pursuant to Section 6.01(b), respectively, of the representations contained in Section 5.01 and (iii) together with any additional items that will be disclosed on updated Schedules delivered on the next scheduled delivery date5.05(a), as modified by this clause (ii), shall be qualified by the statement that such financial statements are subject to which the Borrower has notified the Administrative Agent in writingabsence of footnotes and year-end audit adjustments. (b) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof, extension of the Maturity Date in accordance with Section 2.22 or increase in Aggregate Commitments in accordance with Section 2.21therefrom. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the applicable Swing Line Lender, Lender shall have received a Request for Credit Extension, the certificate referred to in Section 2.22(a) with respect to an Extension Notice or the certificate referred to in Section 2.21(d) with respect to any increase in Aggregate Commitments, as applicable, in accordance with the requirements hereof. (d) The Administrative Agent If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.15 to the designation of such Borrower as a Designated Borrower shall have received such other approvalsbeen met to the reasonable satisfaction of the Administrative Agent. (e) In the case of a Credit Extension to be denominated in an Alternative Currency, opinions there shall not have occurred any change in national or documents as international financial, political or economic conditions or currency exchange rates or exchange controls which in the Required Lenders, through reasonable opinion of the Administrative Agent, may reasonably requestthe Required Lenders (in the case of any Loans to be denominated in an Alternative Currency) or the L/C Issuer (in the case of any Letter of Credit to be denominated in an Alternative Currency) would make it impracticable for such Credit Extension to be denominated in the relevant Alternative Currency. (f) After giving effect to any such Request for Credit Extension occurring during the five Business Day period immediately preceding the Maturity Date with respect to the 2014 Multicurrency Revolving Credit Commitments, the Borrowers would not be required by Section 2.06(b)(vii) to prepay or cause to be prepaid Multicurrency Revolving Credit Loans and/or cash collateralize or cause to be cash collateralized the L/C Obligations. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurocurrency Rate Committed Loans), certificate referred to in Section 2.22(a) with respect to an Extension Notice and certificate referred to in Section 2.21(d) with respect to any increase in the Aggregate Commitments, as applicable, submitted by the Borrower Company shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and 4.02(b) (band, if applicable, (c)) have been satisfied on and as of the date of the applicable Credit Extension, the effective date of an Extension Notice or the Increase Effective Date, as applicable.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Eurodollar Rate Loans), an Extension Notice in accordance with Section 2.22 or a request for Additional Credit Commitments in accordance with Section 2.21 ) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article III V or any other Loan DocumentDocument (other than the representation and warranty set forth in Section 5.05(c)), or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (or, to the extent any such representation or warranty is qualified as to "materiality" or "Material Adverse Effect" shall be true and correct in all respects) on and as of the date of such Credit Extension, any Extension Notice and any Increase Effective Date, (i) except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, (ii) and except that for purposes of this Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 3.04 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 5.01 and (iii) together with any additional items that will be disclosed on updated Schedules delivered on the next scheduled delivery date, as to which the Borrower has notified the Administrative Agent in writing6.01. (b) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof, extension of the Maturity Date in accordance with Section 2.22 or increase in Aggregate Commitments in accordance with Section 2.21. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender, Lender shall have received a Request for Credit Extension, the certificate referred to in Section 2.22(a) with respect to an Extension Notice or the certificate referred to in Section 2.21(d) with respect to any increase in Aggregate Commitments, as applicable, in accordance with the requirements hereof. (d) The Administrative Agent shall have received such other approvals, opinions or documents as the Required Lenders, through the Administrative Agent, may reasonably request. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurocurrency Eurodollar Rate Loans), certificate referred to in Section 2.22(a) with respect to an Extension Notice and certificate referred to in Section 2.21(d) with respect to any increase in the Aggregate Commitments, as applicable, submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension, the effective date of an Extension Notice or the Increase Effective Date, as applicable.

Conditions to all Credit Extensions. The Subject to Section 1.13, the obligation of each Lender and each L/C Issuer to honor any Request for Credit Extension (other than a Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Rate Loans), an Extension Notice in accordance with Section 2.22 or a request for Additional Credit Commitments in accordance with Section 2.21 ) is subject to the following conditions precedent: (a) The representations and warranties of the (i) each Borrower contained in Article V and (ii) each other Loan Party contained in Article III or any each other Loan Document, Document or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the date of such Credit Extension, any Extension Notice except that (A) if a qualifier relating to materiality, Material Adverse Effect or a similar concept applies, such representation or warranty shall be required to be true and any Increase Effective Datecorrect in all respects, (iB) except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date (except that if a qualifier relating to materiality, Material Adverse Effect or a similar concept applies, such representation or warranty shall be required to be true and correct in all respects as of such earlier date), and (iiC) except that for purposes of this Section 4.02, the representations and warranties contained in subsections (a), (b) and (c) of Section 3.04 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections clauses (a) and (b), respectively, of Section 5.01 and (iii) together with any additional items that will be disclosed on updated Schedules delivered on the next scheduled delivery date, as to which the Borrower has notified the Administrative Agent in writing6.01. (b) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof, extension of the Maturity Date in accordance with Section 2.22 or increase in Aggregate Commitments in accordance with Section 2.21. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender, Lender shall have received a Request for Credit Extension, the certificate referred to in Section 2.22(a) with respect to an Extension Notice or the certificate referred to in Section 2.21(d) with respect to any increase in Aggregate Commitments, as applicable, in accordance with the requirements hereof.. 119889268 (d) The Administrative Agent In the case of a Credit Extension to be denominated in an Alternative Currency, there shall not have received such other approvalsoccurred any change in national or international financial, opinions political or documents as economic conditions or currency exchange rates or exchange controls which in the Required Lenders, through reasonable opinion of the Administrative Agent, may reasonably requestthe Required (MC) Lenders (in the case of any Loans to be denominated in an Alternative Currency) or the L/C Issuer (in the case of any Letter of Credit or Bankers’ Acceptance to be denominated in an Alternative Currency) would make it impracticable for such Credit Extension to be denominated in such Alternative Currency. Each Notwithstanding the foregoing, neither any Lender nor the L/C Issuer shall be absolved from any obligation to honor any Request for Credit Extension as a result of this Section 4.02(d) unless any of the Administrative Agent, the Required (other than a Loan Notice requesting only a conversion of Loans to MC) Lenders or the other Type or a continuation of Eurocurrency Rate Loans), certificate referred to in Section 2.22(a) with respect to an Extension Notice and certificate referred to in Section 2.21(d) with respect to any increase in the Aggregate CommitmentsL/C Issuer, as applicable, submitted by the Borrower shall be deemed is generally electing not to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as make extensions of credit of the date type referred to herein to similarly situated customers under similar agreements as a result of one or more of the applicable Credit Extensionevents described herein; provided that nothing in this Section shall require the Administrative Agent, the effective date of an Extension Notice any Lender or the Increase Effective DateL/C Issuer to disclose any confidential information related to similarly situated customers, as applicablecomparable provisions of similar agreements or otherwise.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion Conversion of Committed Loans to the other Type, or a continuation of Eurocurrency LIBOR Rate Loans or BA Equivalent Loans), an Extension Notice in accordance with Section 2.22 or a request for Additional ) and of each L/C Issuer to issue each Letter of Credit Commitments in accordance with Section 2.21 is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article III V or in any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, Document shall be true and correct in all material respects on and as of the date of such Credit Extension, any Extension Notice and any Increase Effective Date, except (i) except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and (ii) except that for purposes in the case of this Section 4.02any representation and warranty qualified by materiality, the representations and warranties contained in Section 3.04 they shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) true and (b), respectively, of Section 5.01 and (iii) together with any additional items that will be disclosed on updated Schedules delivered on the next scheduled delivery date, as to which the Borrower has notified the Administrative Agent correct in writingall respects. (b) No Default or Event of Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof, extension of the Maturity Date in accordance with Section 2.22 or increase in Aggregate Commitments in accordance with Section 2.21. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender, Lender shall have received a Request for Credit Extension, the certificate referred to in Section 2.22(a) with respect to an Extension Notice or the certificate referred to in Section 2.21(d) with respect to any increase in Aggregate Commitments, as applicable, in accordance with the requirements hereof. (d) The Administrative Agent After giving effect to the Credit Extension requested to be made on any such date and the use of proceeds thereof, no Overadvance shall exist. (e) In the case of a Credit Extension to be denominated in an Optional Currency, there shall not have received such other approvalsoccurred any change in national or international financial, opinions political or documents as economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of the Agent, the Required Lenders, through Lenders (in the Administrative Agent, may reasonably requestcase of any Loans to be denominated in an Optional Currency) or the L/C Issuer (in the case of any Letter of Credit to be denominated in an Optional Currency) would make it impracticable for such Credit Extension to be denominated in the relevant Optional Currency. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion Conversion of Committed Loans to the other Type or a continuation of Eurocurrency LIBOR Rate Loans or BA Equivalent Loans), certificate referred to in Section 2.22(a) with respect to an Extension Notice and certificate referred to in Section 2.21(d) with respect to any increase in the Aggregate Commitments, as applicable, submitted by the applicable Borrower shall be deemed to be a representation and warranty by the Borrowers that the conditions specified in Sections 4.02(a) and (b) Section 4.02 have been satisfied on and as of the date of the applicable Credit Extension. 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 Loans and issuing Letters of Credit, the effective date applicable Lenders will fund their Applicable Percentage of an Extension Notice all Loans and L/C Advances and participate in all Swing Line Loans and Letters of Credit whenever made or issued, which are requested by the Company and which, notwithstanding the failure of the Loan Parties to comply with the provisions of this Article IV, are agreed to by the Agent, provided, however, the making of any such Loans or the Increase Effective Date, issuance of any Letters of Credit shall not be deemed a modification or waiver by any Credit Party of the provisions of this Article IV on any future occasion or a waiver of any rights or the Credit Parties as applicablea result of any such failure to comply.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension, including the obligation of the Lenders to make the initial Extension (other than a Loan Notice requesting only a conversion of Loans to the other TypeCredit hereunder, or a continuation of Eurocurrency Rate Loans), an Extension Notice in accordance with Section 2.22 or a request for Additional Credit Commitments in accordance with Section 2.21 is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article III VI or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the date of such Credit Extension, any Extension Notice and any Increase Effective Date, (i) except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, (ii) except that for purposes of this Section 4.02, the representations and warranties contained in Section 3.04 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 5.01 and (iii) together with any additional items that will be disclosed on updated Schedules delivered on the next scheduled delivery date, as to which the Borrower has notified the Administrative Agent in writing. (b) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof, extension of the Maturity Date in accordance with Section 2.22 or increase in Aggregate Commitments in accordance with Section 2.21. (c) The At the time any disbursement is to be made and immediately thereafter, there shall have been no event or circumstance that has (i) had a Material Adverse Effect, or (ii) resulted in a WJE Material Adverse Change, or (iii) resulted in a WJE Prepayment Event, in each case, as determined by the Administrative Agent and, if applicable, in the applicable L/C Issuer or the Swing Line Lender, shall have received a Request for Credit Extension, the certificate referred to in Section 2.22(a) with respect to an Extension Notice or the certificate referred to in Section 2.21(d) with respect to any increase in Aggregate Commitments, as applicable, in accordance with the requirements hereofexercise of its reasonable business judgment. (d) The Administrative Agent shall have received such other approvalsa Request for Credit Extension in accordance with the requirements hereof together with a completed current Borrowing Base Certificate signed by a Responsible Officer of the Borrower. (e) The Administrative Agent shall have received each of the following, opinions or documents as the Required Lenders, through in form and substance satisfactory to the Administrative Agent; provided that items (i) through (iv) shall be required only for the initial Extension of Credit hereunder: (i) a comfort letter issued by the Korean legal counsel of the Borrower confirming the due endorsement of the share certificates representing the WJE Stock pledged to the Lenders under the Korean Share Pledge with the names of the Lenders as pledgees; (ii) a copy of the shareholders registry of WJE on which the names and addresses of the Lenders are recorded as pledges of the pledge established on the WJE Stock pursuant to the Korean Share Pledge; (iii) a notice of Security Assignment (as defined in the Korean Share Pledge) issued by the Borrower to Daishin Securities Co., Ltd. and the acknowledgment by Daishin Securities Co., Ltd. of the receipt of such notice; (iv) an undated power of attorney duly executed by the Borrower; and (v) such documents and/or certifications as the Administrative Agent may reasonably requestrequire to evidence that the security interest purported to be created under the Korean Share Pledge has been validly created, registered and perfected. Each Request for Credit Extension (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurocurrency Rate Loans), certificate referred to in Section 2.22(a) with respect to an Extension Notice and certificate referred to in Section 2.21(d) with respect to any increase in the Aggregate Commitments, as applicable, submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) 5.02(a), (b), and (bc) have been satisfied on and as of the date of the applicable Credit Extension, the effective date of an Extension Notice or the Increase Effective Date, as applicable.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than on the Closing Date, other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Rate SOFR Loans), an Extension Notice in accordance with Section 2.22 or a request for Additional Credit Commitments in accordance with Section 2.21 ) is subject to the following conditions precedent: (a) The Subject in the case of any Borrowing in connection with a New Loan Commitment or Incremental Equivalent Debt to the provisions in Section 1.02(i), the representations and warranties of the Borrower and each other Loan Party contained in Article III V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, Document shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) on and as of the date of such Credit Extension, any Extension Notice and any Increase Effective Date, (i) except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) as of such earlier date, (ii) and except that for purposes of this Section 4.02, the representations and warranties contained in Section 3.04 Sections 5.05(a) and (b) shall be deemed to refer to the most recent financial statements furnished pursuant to subsections (aSections 6.01(a) and (b), respectively, of Section 5.01 and (iii) together with any additional items that will be disclosed on updated Schedules delivered on the next scheduled delivery date, as prior to which the Borrower has notified the Administrative Agent in writingsuch proposed Credit Extension. (b) No Subject in the case of any Borrowing in connection with a New Loan Commitment or Incremental Equivalent Debt to the provisions in Section 1.02(i), no Default or Event of Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof, extension of the Maturity Date in accordance with Section 2.22 or increase in Aggregate Commitments in accordance with Section 2.21therefrom. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender, shall have received a Request for Credit Extension, the certificate referred to in Section 2.22(a) with respect to an Extension Notice or the certificate referred to in Section 2.21(d) with respect to any increase in Aggregate Commitments, as applicable, in accordance with the requirements hereof. (d) The Administrative Agent shall have received such other approvals, opinions or documents as the Required Lenders, through the Administrative Agent, may reasonably request. Each Request for a Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurocurrency Rate SOFR Loans), certificate referred to in Section 2.22(a) with respect to an Extension Notice and certificate referred to in Section 2.21(d) with respect to any increase in the Aggregate Commitments, as applicable, submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied (unless waived) on and as of the date of the applicable Credit Extension, the effective date of an Extension Notice or the Increase Effective Date, as applicable.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a SOFR Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency SOFRBenchmark Rate Loans), an Extension Notice in accordance with Section 2.22 or a request for Additional ) and each L/C Issuer to issue each Letter of Credit Commitments in accordance with Section 2.21 is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article III V or in any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the date of such Credit Extension, any Extension Notice and any Increase Effective Date, except (i) except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, (ii) except that in the case of any representation and warranty qualified by materiality, they shall be true and correct in all respects, and (iii) for purposes of this Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 3.04 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections clauses (a) and (b), respectively, of Section 5.01 and (iii) together with any additional items that will be disclosed on updated Schedules delivered on the next scheduled delivery date, as to which the Borrower has notified the Administrative Agent in writing.6.01; (b) No Default or Event of Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof, extension of the Maturity Date in accordance with Section 2.22 or increase in Aggregate Commitments in accordance with Section 2.21.; (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender, Lender shall have received a Request for Credit Extension, the certificate referred to in Section 2.22(a) with respect to Extension or an Extension Notice or the certificate referred to in Section 2.21(d) with respect to any increase in Aggregate Commitmentsupdated Borrowing Base Certificate, as applicable, in accordance with the requirements hereof.; and (d) The Administrative Agent No Overadvance shall have received result from such other approvals, opinions or documents as the Required Lenders, through the Administrative Agent, may reasonably requestCredit Extension. Each Request for Credit Extension (other than a SOFR Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurocurrency SOFRBenchmark Rate Loans), certificate referred to in Section 2.22(a) with respect to an Extension Notice and certificate referred to in Section 2.21(d) with respect to any increase in the Aggregate Commitments, as applicable, submitted by the Lead Borrower shall be deemed to be a representation and warranty by the Borrowers that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension. 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 Loans and issuing Letters of Credit, the effective date Lenders will fund their Applicable Percentage of an Extension Notice all Loans and participate in all Swing Line Loans and Letters of Credit whenever made or issued, which are requested by the Lead Borrower and which, notwithstanding the failure of the Loan Parties to comply with the provisions of this Article IV, agreed to by the Agent, provided, however, the making of any such Loans or the Increase Effective Dateissuance of any Letters of Credit (i) shall be, in the good faith determination of the Agent, in the best interest of the Lenders and (ii) shall not be deemed a modification or waiver by any Credit Party of the provisions of this Article IV on any future occasion or a waiver of any rights or the Credit Parties as applicablea result of any such failure to comply.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Rate Loans), an Extension Notice in accordance with Section 2.22 or a request for Additional Credit Commitments in accordance with Section 2.21 is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article III VI or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the date of such Credit ExtensionExtension (except to the extent that such representation or warranty is already qualified by materiality, any Extension Notice in which case, such representation or warranty shall be true and any Increase Effective Datecorrect as written as of such date), (i) except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date (except to the extent that such representation or warranty is already qualified by materiality, in which case, such representation or warranty shall be true and correct as written as of such earlier date, (ii) except that for purposes of this Section 4.02, the representations and warranties contained in Section 3.04 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 5.01 and (iii) together with any additional items that will be disclosed on updated Schedules delivered on the next scheduled delivery date, as to which the Borrower has notified the Administrative Agent in writing. (b) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof, extension of the Maturity Date in accordance with Section 2.22 or increase in Aggregate Commitments in accordance with Section 2.21. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender, Lender shall have received a Request for Credit Extension, the certificate referred to in Section 2.22(a) with respect to an Extension Notice or the certificate referred to in Section 2.21(d) with respect to any increase in Aggregate Commitments, as applicable, in accordance with the requirements hereof. (d) The Administrative Agent In the case of a Credit Extension to be denominated in an Alternative Currency, there shall not have received such other approvalsoccurred any change in national or international financial, opinions political or documents as economic conditions or currency exchange rates or exchange controls which in the Required Lenders, through reasonable opinion of the Administrative Agent, may reasonably requestthe Required Lenders (in the case of any Loans to be denominated in an Alternative Currency) or the L/C Issuer (in the case of any Letter of Credit to be denominated in an Alternative Currency) would make it impracticable for such Credit Extension to be denominated in the relevant Alternative Currency. Each Request for Credit Extension (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurocurrency Rate Loans), certificate referred to in Section 2.22(a) with respect to an Extension Notice and certificate referred to in Section 2.21(d) with respect to any increase in the Aggregate Commitments, as applicable, submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a5.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension, the effective date of an Extension Notice or the Increase Effective Date, as applicable.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Loan Notice requesting only a conversion of Loans to the other Type, Type or a continuation of Eurocurrency Rate Loans), an Extension Notice in accordance with Section 2.22 or a request for Additional Credit Commitments in accordance with Section 2.21 ) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower Company and each other Loan Party contained in Article III VI or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall (i) with respect to representations and warranties that contain a materiality qualification or are qualified by Material Adverse Effect, be true and correct and (ii) with respect to representations and warranties that do not contain a materiality qualification and are not qualified by Material Adverse Effect, be true and correct in all material respects, in each case, on and as of the date of such Credit Extension, any Extension Notice and any Increase Effective Date, (i) except to the extent that such representations and warranties specifically refer to an earlier date, in which case they such representations and warranties shall (i) with respect to representations and warranties that contain a materiality qualification or are qualified by Material Adverse Effect, be true and correct and (ii) with respect to representations and warranties that do not contain a materiality qualification and are not qualified by Material Adverse Effect, be true and correct in all material respects, in each case, as of such earlier date, (ii) and except that for purposes of this Section 4.025.02, after financial statements have been delivered pursuant to Section 7.01(a) or (b), the representations and warranties contained in subsections (a), (b) and (f) of Section 3.04 6.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections clauses (a) and (b), respectivelyas applicable, of Section 5.01 and (iii) together with any additional items that will be disclosed on updated Schedules delivered on the next scheduled delivery date, as to which the Borrower has notified the Administrative Agent in writing7.01. (b) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof, extension of the Maturity Date in accordance with Section 2.22 or increase in Aggregate Commitments in accordance with Section 2.21Extension. (c) There shall not have been commenced against the Company or any Subsidiary an involuntary case under any applicable Debtor Relief Law, now or hereafter in effect, or any case, proceeding or other action for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of such Person or for any substantial part of its Property or for the winding up or liquidation of its affairs, and such involuntary case or other case, proceeding or other action shall remain undismissed. (d) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender, Lender shall have received a Request for Credit Extension, the certificate referred to in Section 2.22(a) with respect to an Extension Notice or the certificate referred to in Section 2.21(d) with respect to any increase in Aggregate Commitments, as applicable, in accordance with the requirements hereof. (de) The Administrative Agent In the case of a Credit Extension to be denominated in an Alternative Currency, there shall not have received such other approvalsoccurred any change in national or international financial, opinions political or documents as economic conditions or currency exchange rates or exchange controls which in the Required Lenders, through reasonable opinion of the Administrative Agent, the Required Lenders (in the case of any Loans to be denominated in an Alternative Currency) or the applicable L/C Issuer (in the case of any Letter of Credit to be denominated in an Alternative Currency) would make it impracticable for such Credit Extension to be denominated in the relevant Alternative Currency. (f) In the case of a Credit Extension to be made to a Designated Borrower, (i) such Credit Extension shall not cause the amount of Indebtedness of all Foreign Subsidiaries to exceed the Designated Borrower Sublimit or (ii) to the extent the Administrative Agent and/or the Lenders or L/C Issuers, as applicable, have imposed a limit on the Dollar Equivalent amount of Loans or Letters of Credit, as the case may reasonably requestbe, with respect to any Alternative Currency, the Total Revolving Outstandings denominated in such Alternative Currency to exceed such limit. (g) In the case of a Credit Extension to be made to a Designated Borrower no Designated Borrower Representation Default shall exist or result from such Credit Extension. (h) The incurrence by the Company and its Subsidiaries of the Indebtedness contemplated by the proposed Credit Extension (and any Liens securing such Indebtedness) shall not be prohibited by the 2006 Senior Notes Documents, the 2010 Senior Notes Documents or the 2012 Senior Notes Documents. Each Request for Credit Extension (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurocurrency Rate Loans), certificate referred to in Section 2.22(a) with respect to an Extension Notice and certificate referred to in Section 2.21(d) with respect to any increase in the Aggregate Commitments, as applicable, submitted by the Borrower Company shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) 5.02 have been satisfied on and as of the date of the applicable Credit Extension, the effective date of an Extension Notice or the Increase Effective Date, as applicable.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Rate Term SOFR Loans), an Extension Notice in accordance with Section 2.22 or a request for Additional Credit Commitments in accordance with Section 2.21 ) is subject to the following conditions precedent: (a) The representations and warranties of the each Borrower and each other Loan Party contained in Article III V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the date of such Credit Extension, any Extension Notice except to the extent that such representations and any Increase Effective Datewarranties are qualified by materiality, (i) in which case such representations and warranties shall be true and correct in all respects, and except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, (ii) and except that for purposes of this Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 3.04 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections clauses (a) and (b), respectively, of Section 5.01 6.01, and (iii) together with any additional items that will be disclosed on updated Schedules delivered on excluding, after the next scheduled delivery dateClosing Date, as to which the Borrower has notified the Administrative Agent representation and warranty set forth in writing. Section 5.26. (b) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof, extension of the Maturity Date in accordance with Section 2.22 or increase in Aggregate Commitments in accordance with Section 2.21. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender, Lender shall have received a Request for Credit Extension, the certificate referred to in Section 2.22(a) with respect to an Extension Notice or the certificate referred to in Section 2.21(d) with respect to any increase in Aggregate Commitments, as applicable, in accordance with the requirements hereofhereof (except in the case of Credit Extensions made or deemed to be made under Sections 2.14(b)(v) and 2.16(a)(iv)). (d) The In the case of a Letter of Credit to be denominated in an Alternative Currency, there shall not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of the Administrative Agent shall have received or the L/C Issuer would make it impracticable for such other approvals, opinions or documents as Letter of Credit to be denominated in the Required Lenders, through the Administrative Agent, may reasonably requestrelevant Alternative Currency. Each Request for Credit Extension (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurocurrency Rate Term SOFR Loans), certificate referred to in Section 2.22(a) with respect to an Extension Notice and certificate referred to in Section 2.21(d) with respect to any increase in the Aggregate Commitments, as applicable, submitted by the Borrower Company shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension, the effective date of an Extension Notice or the Increase Effective Date, as applicable.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Revolving Loan Notice requesting only a conversion of Revolving Loans to the other Type, or a continuation of Eurocurrency Rate Loans), an Extension Notice in accordance with Section 2.22 or a request for Additional Credit Commitments in accordance with Section 2.21 ) is subject to the following conditions precedent: (a) The representations and warranties of (i) the Borrower Borrowers contained in Article V and (ii) each other Loan Party contained in Article III or any each other Loan Document, Document or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct on and as of the date of such Credit Extension, any Extension Notice and any Increase Effective Date, (i) except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, (ii) and except that for purposes of this Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 3.04 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections clauses (a) and (b), respectively, of Section 5.01 and (iii) together with any additional items that will be disclosed on updated Schedules delivered on the next scheduled delivery date, as to which the Borrower has notified the Administrative Agent in writing6.01. (b) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof, extension of the Maturity Date in accordance with Section 2.22 or increase in Aggregate Commitments in accordance with Section 2.21. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender, Lender shall have received a Request for Credit Extension, the certificate referred to in Section 2.22(a) with respect to an Extension Notice or the certificate referred to in Section 2.21(d) with respect to any increase in Aggregate Commitments, as applicable, in accordance with the requirements hereof. (d) The Administrative Agent If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.14 to the designation of such Borrower as a Designated Borrower shall have received such other approvals, opinions or documents as been met to the Required Lenders, through satisfaction of the Administrative Agent. (e) In the case of a Credit Extension to be denominated in an Alternative Currency, may reasonably requestthere shall not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of the Administrative Agent or the Required Lenders (in the case of any Loans to be denominated in an Alternative Currency) would make it impracticable for such Credit Extension to be denominated in the relevant Alternative Currency. Each Request for Credit Extension (other than a Revolving Loan Notice requesting only a conversion of Revolving Loans to the other Type or a continuation of Eurocurrency Rate Loans), certificate referred to in Section 2.22(a) with respect to an Extension Notice and certificate referred to in Section 2.21(d) with respect to any increase in the Aggregate Commitments, as applicable, submitted by the Borrower Company shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension, the effective date of an Extension Notice or the Increase Effective Date, as applicable.

Conditions to all Credit Extensions. The obligation of each Lender Bank and each Designated Bidder to honor make any Request for Credit Extension Loan to be made by it (including its initial Loan) other than a Loan Notice requesting only a than, so long as no Event of Default shall have occurred and be continuing, the continuation or conversion of Loans any Loan previously made (which shall remain subject to the other Type, or a continuation of Eurocurrency Rate Loanslimitations contained in ARTICLE II), an Extension Notice in accordance with Section 2.22 or a request for Additional and the obligation of the Issuing Bank to Issue any Letter of Credit Commitments in accordance with Section 2.21 (including the initial Letter of Credit), other than, so long as no Event of Default shall have occurred and be continuing, the renewals of existing Letters of Credit, is subject to the satisfaction of the following conditions precedentprecedent on the relevant Borrowing Date or Issuance Date: (a) IRREVOCABLE NOTICE OF SYNDICATED ACTIVITY, L/C APPLICATION. For each Syndicated Loan, the Agent shall have received an Irrevocable Notice of Syndicated Activity and, in the case of any Issuance of any Letter of Credit, the Issuing Bank and the Agent shall have received an L/C Application or L/C Amendment Application; (b) CONTINUATION OF REPRESENTATIONS AND WARRANTIES. The representations and warranties of in ARTICLE VI and in the Borrower and each other Loan Party contained in Article III or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, Documents shall be true and correct on and as of such Borrowing Date or Issuance Date with the date same effect as if made on and as of such Credit Extension, any Extension Notice and any Increase Effective Date, Borrowing Date or Issuance Date (except (i) except to the extent that such representations and warranties specifically expressly refer to an earlier date, in which case they shall be true and correct as of such earlier date, (ii) except that for purposes of this Section 4.02, the representations and warranties contained references to financial statements described in Section 3.04 SECTION 6.10(a) shall be deemed to refer to the financial statements most recent statements recently furnished pursuant to subsections (aSECTION 7.1(a) and OR (b), respectively, of Section 5.01 and (iii) together with any additional items that will be disclosed on updated Schedules delivered on the next scheduled delivery date, as to which the Borrower has notified the Administrative Agent in writing. (b) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof, extension of the Maturity Date in accordance with Section 2.22 or increase in Aggregate Commitments in accordance with Section 2.21. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender, shall have received a Request for Credit Extension, the certificate referred to in Section 2.22(a) with respect to an Extension Notice or the certificate referred to in Section 2.21(d) with respect to any increase in Aggregate Commitments, as applicable, in accordance with the requirements hereof. (d) The Administrative Agent shall have received such other approvals, opinions or documents as the Required Lenders, through the Administrative Agent, may reasonably request. Each Request for Credit Extension (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurocurrency Rate Loans), certificate referred to in Section 2.22(a) with respect to an Extension Notice and certificate referred to in Section 2.21(d) with respect to any increase in the Aggregate Commitments, as applicable, submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified reference to December 29, 2000 in Sections 4.02(aSECTION 6.10(c) and (b) have been satisfied on and as of shall refer to the date of the applicable Credit Extension, the effective date of an Extension Notice or the Increase Effective Date, as applicable.financial statements most recently furnished pursuant to SECTION 7.1(a) OR (b); and

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Rate LIBOR Loans), an Extension Notice in accordance with Section 2.22 or a request for Additional Credit Commitments in accordance with Section 2.21 ) is subject to the following conditions precedent: (a) The representations and warranties of (i) the Borrower Borrowers contained in Article V and (ii) each other Loan Party contained in Article III or any each other Loan Document, Document or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct on and as of the date of such Credit Extension, any Extension Notice and any Increase Effective Date, (i) except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, (ii) and except that for purposes of this Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 3.04 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections clauses (a) and (b), respectively, of Section 5.01 and (iii) together with any additional items that will be disclosed on updated Schedules delivered on the next scheduled delivery date, as to which the Borrower has notified the Administrative Agent in writing6.01. (b) No Default or Event of Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof, extension of the Maturity Date in accordance with Section 2.22 or increase in Aggregate Commitments in accordance with Section 2.21. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender, Lender shall have received a Request for Credit Extension, the certificate referred to in Section 2.22(a) with respect to an Extension Notice or the certificate referred to in Section 2.21(d) with respect to any increase in Aggregate Commitments, as applicable, in accordance with the requirements hereof. (d) The Administrative Agent If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.14 to the designation of such Borrower as a Designated Borrower shall have received such other approvals, opinions or documents as been met to the Required Lenders, through satisfaction of the Administrative Agent. (e) The Borrowers shall have delivered, may reasonably requestor caused to be delivered, to Administrative Agent, a Compliance Certificate demonstrating that the Borrowers would have been in compliance with Section 7.11 hereof as of the end of the most recent four fiscal quarter period for which the Borrowers have reported under Section 6.01(b) hereof. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurocurrency Rate LIBOR Loans), certificate referred to in Section 2.22(a) with respect to an Extension Notice and certificate referred to in Section 2.21(d) with respect to any increase in the Aggregate Commitments, as applicable, submitted by the Borrower Company shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension, the effective date of an Extension Notice or the Increase Effective Date, as applicable.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion Conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Rate Term SOFR Loans), an Extension Notice in accordance with Section 2.22 or a request for Additional ) and of each L/C Issuer to issue each Letter of Credit Commitments in accordance with Section 2.21 is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article III V or in any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct on and as of the date of such Credit Extension, any Extension Notice and any Increase Effective Date, except (i) except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, (ii) except that in the case of any representation and warranty qualified by materiality, they shall be true and correct in all respects and (iii) for purposes of this Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 3.04 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections clauses (a) and (b), respectively, of Section 5.01 and (iii) together with any additional items that will be disclosed on updated Schedules delivered on the next scheduled delivery date, as to which the Borrower has notified the Administrative Agent in writing6.01. (b) No Default or Event of Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof, extension of the Maturity Date in accordance with Section 2.22 or increase in Aggregate Commitments in accordance with Section 2.21. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender, Lender shall have received a Request for Credit Extension, the certificate referred to in Section 2.22(a) with respect to an Extension Notice or the certificate referred to in Section 2.21(d) with respect to any increase in Aggregate Commitments, as applicable, in accordance with the requirements hereof. (d) The Administrative Agent No event or circumstance which could reasonably be expected to result in a Material Adverse Effect shall have received such other approvals, opinions or documents as the Required Lenders, through the Administrative Agent, may reasonably requestoccurred. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion Conversion of Committed Loans to the other Type or a continuation of Eurocurrency Rate Term SOFR Loans), certificate referred to in Section 2.22(a) with respect to an Extension Notice and certificate referred to in Section 2.21(d) with respect to any increase in the Aggregate Commitments, as applicable, submitted by the Lead Borrower shall be deemed to be a representation and warranty by the Borrowers that the conditions specified in Sections 4.02(a), (b) and (bd) have been satisfied on and as of the date of the applicable Credit Extension. The conditions set forth in this Section 4.02 are for the sole benefit of the Credit Parties, but until the Required Lenders (or, if there are two (2) or fewer Lenders, any Lender) otherwise direct the Agent to cease making Loans and issuing Letters of Credit, the effective date Lenders will fund their Applicable Percentage of an Extension Notice all Loans and L/C Advances and participate in all Swing Line Loans and Letters of Credit whenever made or issued, which are requested by the Lead Borrower and which, notwithstanding the failure of the Loan Parties to comply with the provisions of this Article IV, agreed to by the Agent, provided, however, the making of any such Loans or the Increase Effective Date, issuance of any Letters of Credit shall not be deemed a modification or waiver by any Credit Party of the provisions of this Article IV on any future occasion or a waiver of any rights or the Credit Parties as applicablea result of any such failure to comply.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Rate Loans), an Extension Notice in accordance with Section 2.22 or a request for Additional Credit Commitments in accordance with Section 2.21 is subject to the following conditions precedent: (a) The representations and warranties of the Borrower Borrowers and each other Loan Credit Party contained in Article III VI or any other Loan Credit Document, or which that are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respect on and as of the date of such Credit Extension, any Extension Notice and any Increase Effective Date, (i) except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, (ii) and except that for purposes of this Section 4.025.02, the representations and warranties contained in subsections (a) and (b) of Section 3.04 6.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections clauses (a) and (b), respectively, of Section 5.01 and (iii) together with any additional items that will be disclosed on updated Schedules delivered on the next scheduled delivery date, as to which the Borrower has notified the Administrative Agent in writing7.01. (b) No Default or Event of Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof, extension of the Maturity Date in accordance with Section 2.22 or increase in Aggregate Commitments in accordance with Section 2.21. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender, applicable Swingline Lender shall have received a Request for Credit Extension, the certificate referred to in Section 2.22(a) with respect to an Extension Notice or the certificate referred to in Section 2.21(d) with respect to any increase in Aggregate Commitments, as applicable, in accordance with the requirements hereof. (d) The Administrative Agent In the case of a Credit Extension to be denominated in an Alternative Currency, there shall not have received such other approvalsoccurred any change in national or international financial, opinions political or documents as economic conditions or currency exchange rates or exchange controls which in the Required Lenders, through reasonable opinion of the Administrative Agent, may reasonably requestthe Required Lenders (in the case of any Loans to be denominated in an Alternative Currency) or the applicable L/C Issuer (in the case of any Letter of Credit to be denominated in an Alternative Currency) would make it impracticable for such Credit Extension to be denominated in the relevant Alternative Currency. Each Request for Credit Extension (other than a Loan Notice requesting only a conversion of Loans to the other Type Types of Loans, or a continuation of Eurocurrency Rate Loans), certificate referred to in Section 2.22(a) with respect to an Extension Notice and certificate referred to in Section 2.21(d) with respect to any increase in the Aggregate Commitments, as applicable, submitted by the Borrower Borrowers shall be deemed to be a representation and warranty by the Borrowers that the conditions specified in Sections 4.02(a5.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension, the effective date of an Extension Notice or the Increase Effective Date, as applicable.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Rate Loans and other than a Request for Credit Extension for an Incremental Facility which shall be governed by Section 2.14(d) and provided that clause (iv) shall only apply in respect of the initial request for a Credit Extension under the Revolving Credit Facility) including on the Closing Date is subject to the following conditions precedent: (i) The representations and warranties of each Loan Party set forth in Article V and in each other Loan Document shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects as so qualified) on and as of the date of such Credit Extension with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date. (ii) No Default shall exist or would result from such proposed Credit Extension or from the application of the proceeds therefrom. (iii) The Administrative Agent and, if applicable, the relevant L/C Issuer or the Swing Line Lender, shall have received a Request for Credit Extension in accordance with the requirements hereof. (iv) With respect to the initial Credit Extension under the Revolving Credit Facility, (1) the Administrative Agent shall be reasonably satisfied with the terms and conditions of each of the Transaction Agreements (it being understood that the Transaction Agreements delivered prior to the Closing Date are reasonably satisfactory, and including any amendments, supplements, waivers or modifications of such Transaction Agreement in a manner not materially adverse to the Lenders when taken as whole, as compared to such Transaction Agreement as in effect immediately prior to such amendment, supplement, waiver or modification) and each such Transaction Agreement shall be in full force and effect in accordance with its terms, and the final terms and conditions of the Spin-Off Transactions shall be substantially consistent with the terms set forth in such Transaction Agreements and the Amendment No. 7 to Form 10, filed with the Securities and Exchange Commission on November 30, 2016 and (2) the Administrative Agent shall have received reasonably satisfactory evidence that prior to or substantially simultaneously with such initial Credit Extension, (i) the Refinancing has been consummated and (ii) the Spin-Off Transaction shall have occurred, in each case, with final terms and conditions substantially consistent with the terms set forth in such Transaction Agreements and the Amendment No. 7 to Form 10, filed with the Securities and Exchange Commission on November 30, 2016 (the requirements in clause (1) and (2) collectively, the “Spin-off Requirements”). Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Rate Loans), an Extension Notice in accordance with Section 2.22 or a request for Additional Credit Commitments in accordance with Section 2.21 is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article III or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct on and as of the date of such Credit Extension, any Extension Notice and any Increase Effective Date, (i) except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, (ii) except that for purposes of this Section 4.02, the representations and warranties contained in Section 3.04 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 5.01 and (iii) together with any additional items that will be disclosed on updated Schedules delivered on the next scheduled delivery date, as to which the Borrower has notified the Administrative Agent in writing. (b) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof, extension of the Maturity Date in accordance with Section 2.22 or increase in Aggregate Commitments in accordance with Section 2.21. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender, shall have received a Request for Credit Extension, the certificate referred to in Section 2.22(a) with respect to an Extension Notice or the certificate referred to in Section 2.21(d) with respect to any increase in Aggregate Commitments, as applicable, in accordance with the requirements hereof. (d) The Administrative Agent shall have received such other approvals, opinions or documents as the Required Lenders, through the Administrative Agent, may reasonably request. Each Request for Credit Extension (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurocurrency Rate Loans), certificate referred to in Section 2.22(a) with respect to an Extension Notice and certificate referred to in Section 2.21(d) with respect to any increase in the Aggregate Commitments, as applicable, submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a4.02(i) and (bii) (or, in the case of a Request for Credit Extension for an Incremental Facility, the conditions specified in Section 2.14(d)) have been satisfied on and as of the date of the applicable Credit Extension, the effective date of an Extension Notice or the Increase Effective Date, as applicable.