Common use of Conditions to All Loans and Letters of Credit Clause in Contracts

Conditions to All Loans and Letters of Credit. (i) The obligation of each Bank to make any Loans pursuant to a Notice of Borrowing is subject to prior or concurrent satisfaction or waiver by the Required Banks in the case of Syndicated Loans, and the Bank making the relevant Loan in the case of Competitive Bid Loans, and (ii) the obligation of an Issuing Bank to issue (or renew or extend the term of) any Letter of Credit is subject to the satisfaction or waiver by the Required Banks, of the following further conditions precedent: (a) With respect to any such Loan or Letter of Credit, the Administrative Agent shall have received, before the Funding Date thereof or date of issuance (or renewal or extension) of such Letter of Credit, (i) an originally executed Notice of Borrowing signed by any of the chief executive officer, the chief financial officer, the treasurer or any assistant treasurer of the Company or (ii) a Notice of Issuance as required by Section 2.15(c) (the furnishing by the Company of each such Notice of Borrowing or Notice of Issuance shall be deemed to constitute a representation and warranty of the Company that each of the conditions set forth in Section 3.02(b) hereof will be satisfied on the related Funding Date or date of issuance (or renewal or extension) of such Letter of Credit); (b) As of the Funding Date of such Loan or date of issuance (or renewal or extension) of such Letter of Credit: (i) With respect to such Loan or Letter of Credit, the representations and warranties contained herein shall be true, correct and complete in all material respects on and as of that Funding Date or date of issuance (or renewal or extension) of such Letter of Credit to the same extent as though made on and as of that date, except that the representations and warranties need not be true and correct to the extent that changes in the facts and conditions on which such representations and warranties are based are required or permitted under this Agreement, except that the representations and warranties set forth in Section 4.04 shall not apply, and except that the representations and warranties set forth in Section 4.05 shall not apply to Competitive Bid Loans which do not increase the aggregate principal amount of such Competitive Bid Loans then outstanding with Banks making the same; (ii) No event shall have occurred and be continuing or would result from the consummation of the Loans or the issuance (or renewal or extension) of the Letter of Credit on such Funding Date or date of issuance (or renewal or extension) of such Letter of Credit and the use of the proceeds thereof which would constitute (a) an Event of Default or (b) a Potential Event of Default; (iii) Each Borrower shall have performed in all material respects all agreements and satisfied in all material respects all conditions which this Agreement provides shall be performed by it on or before such Funding Date or date of issuance (or renewal or extension) of such Letter of Credit; (iv) No order, judgment or decree of any court, arbitrator or governmental authority shall purport to enjoin or restrain that Bank from making that Loan or issuing (or renewing or extending) that Letter of Credit; and (v) The making of the Loans or the issuance (or renewal or extension) of the Letter of Credit requested on such Funding Date or date of issuance (or renewal or extension) of such Letter of Credit shall not violate Regulation T, Regulation U or Regulation X of the Board or any other regulation of the Board or the Exchange Act.

Conditions to All Loans and Letters of Credit. (i) The obligation of each Bank Lender to make any Loans pursuant to a Notice of Borrowing is subject to prior or concurrent satisfaction or waiver by the Required Banks in the case of Syndicated Loans, and the Bank making the relevant Loan in the case of Competitive Bid Loans, Lenders and (ii) the obligation of an Issuing Bank Lender to issue (or renew or extend the term of) any Letter of Credit is subject to the satisfaction or waiver by the Required BanksLenders, of the following further conditions precedent: (a) With respect to any such Loan or Letter of Credit, the Administrative Agent shall have received, before the Funding Date thereof or date of issuance (or renewal or extension) of such Letter of Credit, (i) an originally executed Notice of Borrowing signed by any of the chief executive officer, the chief financial officer, the treasurer or any assistant treasurer of the Company Borrower or (ii) a Notice of Issuance as required by Section 2.15(c2.12(c) (the furnishing by the Company Borrower of each such Notice of Borrowing or Notice of Issuance shall be deemed to constitute a representation and warranty of the Company Borrower that each of the conditions set forth in Section 3.02(b) hereof will be satisfied on the related Funding Date or date of issuance (or renewal or extension) of such Letter of Credit); (b) As of the Funding Date of such Loan or date of issuance (or renewal or extension) of such Letter of Credit: (i) With respect to such Loan or Letter of Credit, the representations and warranties contained herein shall be true, correct and complete in all material respects on and as of that Funding Date or date of issuance (or renewal or extension) of such Letter of Credit to the same extent as though made on and as of that date, except that the representations and warranties need not be true and correct to the extent that changes in the facts and conditions on which such representations and warranties are based are required or permitted under this Agreement, except that the representations and warranties set forth in Section 4.04 shall not apply, and except that the representations and warranties set forth in Section 4.05 shall not apply to Competitive Bid Loans which do not increase the aggregate principal amount of such Competitive Bid Loans then outstanding with Banks making the same; (ii) No event shall have occurred and be continuing or would result from the consummation of the Loans or the issuance (or renewal or extension) of the Letter of Credit on such Funding Date or date of issuance (or renewal or extension) of such Letter of Credit and the use of the proceeds thereof which would constitute (a) an Event of Default or (b) a Potential Event of Default; (iii) Each The Borrower shall have performed in all material respects all agreements and satisfied in all material respects all conditions which this Agreement provides shall be performed by it on or before such Funding Date or date of issuance (or renewal or extension) of such Letter of Credit; (iv) No order, judgment or decree of any court, arbitrator or governmental authority shall purport to enjoin or restrain that Bank Lender from making that Loan or issuing (or renewing or extending) that Letter of Credit; and (v) The making of the Loans or the issuance (or renewal or extension) of the Letter of Credit requested on such Funding Date or date of issuance (or renewal or extension) of such Letter of Credit shall not violate Regulation T, Regulation U or Regulation X of the Board or any other regulation of the Board or the Exchange Act.

Conditions to All Loans and Letters of Credit. (i) The obligation obligations of each Bank the Lenders to make any Loans pursuant to a Notice of Borrowing is subject to prior or concurrent satisfaction or waiver by on the Required Banks in the case of Syndicated Loans, Effective Date and the Bank making the relevant Loan in the case of Competitive Bid Loans, and (ii) the obligation of an Issuing Bank to issue (or renew or extend the term of) any Letter Letters of Credit is on each Funding Date are subject to the satisfaction or waiver by the Required Banks, of the following further conditions precedent: (a) With respect to any such Loan or Letter of Credit, the Administrative Agent The Issuing Bank shall have received, in accordance with the provisions of Section 2.07(b) before the Funding Date thereof (other than with respect to any Letters of Credit issued on the Effective Date), an originally executed Notice of Issuance of Letter of Credit signed by the Chief Executive Officer, the Chief Financial Officer or the Treasurer of the Borrower or by any officer of the Borrower designated by the Board of Directors of the Borrower or any of the above-described officers on behalf of the Borrower in writing delivered to the Issuing Bank. The obligation of the Issuing Bank to issue or renew any Letter of Credit is subject to the further condition precedent that on or before the date of issuance (or renewal or extension) of such Letter of Credit, (i) an originally executed Notice the Issuing Bank shall have received, in accordance with the provisions of Borrowing signed by any of the chief executive officerSection 2.07(b), the chief financial officer, the treasurer or any assistant treasurer of the Company or (ii) a Notice of Issuance as required by Section 2.15(c) (the furnishing by the Company of each such Notice of Borrowing or Notice of Issuance shall be deemed to constitute a representation and warranty of the Company that each of the conditions set forth all other information specified in Section 3.02(b2.07(b) hereof will be satisfied on and such other documents as the related Funding Date or date of Issuing Bank reasonably may require in connection with the issuance (or renewal or extension) of such Letter of Credit);. (b) As of the Funding Date of such Loan or date of issuance (or renewal or extension) of such Letter of Credit: (i) With or, with respect to such Loan or the renewal of a Letter of Credit, the date of notice of renewal thereof): (i) The representations and warranties contained herein shall be true, correct and complete in all material respects on and as of that Funding Date or date of issuance (or renewal or extension) of such Letter of Credit to the same extent as though made on and as of that date, except that the representations and warranties need not be true and correct date taking into account any amendments to the extent that changes Schedules or Exhibits hereto as a result of any disclosures made by the Borrower to the Agent and the Lenders after the Effective Date approved by the Agent and the Required Lenders in the facts and conditions on which such representations and warranties are based are required or permitted under this Agreement, except that the representations and warranties set forth in Section 4.04 shall not apply, and except that the representations and warranties set forth in Section 4.05 shall not apply to Competitive Bid Loans which do not increase the aggregate principal amount of such Competitive Bid Loans then outstanding with Banks making the sametheir reasonable discretion; (ii) No event shall have occurred and be continuing or would result from the consummation of the borrowing contemplated by the making of the Loans on or the continuation of the Letters of Credit on the Effective Date or the issuance (or renewal or extension) of the any Letter of Credit on such Funding Date or date of issuance (or renewal or extension) of such Letter of Credit and the use of the proceeds thereof which thereafter that would constitute (a) an Event of a Default or (b) a Potential an Event of Default; (iii) Each The Borrower shall have performed in all material respects all agreements and satisfied in all material respects all conditions which that this Agreement provides shall be performed by it on or before such Funding Date or date of issuance (or renewal or extension) of such Letter of Creditthat date; (iv) No order, judgment or decree of any court, arbitrator or governmental authority shall purport to enjoin or restrain that any Lender from making the Loans or the Issuing Bank from making that Loan or continuing, issuing (or renewing or extending) that Letter the Letters of Credit; and (v) The making of the Loans or the issuance (continuing, issuing or renewal or extension) renewing of the Letter Letters of Credit requested on such Funding Date or date of issuance (or renewal or extension) of such Letter of Credit shall not violate any law, including, without limitation, Regulation T, Regulation U or Regulation X of the Board or any other regulation of Governors of the Board or the Exchange ActFederal Reserve System.

Conditions to All Loans and Letters of Credit. (i) The obligation of each Bank Lender to make any Loans pursuant to a Notice of Borrowing is subject to prior or concurrent satisfaction or waiver by the Required Banks in the case of Syndicated Loans, and the Bank making the relevant Loan in the case of Competitive Bid Loans, Lenders and (ii) the obligation of an Issuing Bank Lender to issue (or renew or extend the term of) any Letter of Credit is subject to the satisfaction or waiver by the Required BanksLenders, of the following further conditions precedent: (a) With respect to any such Loan or Letter of Credit, the Administrative Agent shall have received, before the Funding Date thereof or date of issuance (or renewal or extension) of such Letter of Credit, (i) an originally executed Notice of Borrowing signed by any of the chief executive officer, the chief financial officer, the treasurer or any assistant treasurer of the Company Borrower or (ii) a Notice of Issuance as required by Section 2.15(c‎Section 2.12(c) (the furnishing by the Company Borrower of each such Notice of Borrowing or Notice of Issuance shall be deemed to constitute a representation and warranty of the Company Borrower that each of the conditions set forth in Section ‎Section 3.02(b) hereof will be satisfied on the related Funding Date or date of issuance (or renewal or extension) of such Letter of Credit); (b) As of the Funding Date of such Loan or date of issuance (or renewal or extension) of such Letter of Credit: (i) With respect to such Loan or Letter of Credit, the representations and warranties contained herein shall be true, correct and complete in all material respects on and as of that Funding Date or date of issuance (or renewal or extension) of such Letter of Credit to the same extent as though made on and as of that date, except that the representations and warranties need not be true and correct to the extent that changes in the facts and conditions on which such representations and warranties are based are required or permitted under this Agreement, except that the representations and warranties set forth in Section ‎Section 4.04 shall not applyapply (provided that if any such representation or warranty is qualified by “materially”, “Material Adverse Effect” or a similar term, such representation and except that the representations warranty (as so qualified) shall be true and warranties set forth correct in Section 4.05 shall not apply to Competitive Bid Loans which do not increase the aggregate principal amount of such Competitive Bid Loans then outstanding with Banks making the sameall respects); (ii) No event shall have occurred and be continuing or would result from the consummation of the Loans or the issuance (or renewal or extension) of the Letter of Credit on such Funding Date or date of issuance (or renewal or extension) of such Letter of Credit and the use of the proceeds thereof which would constitute (a) an Event of Default or (b) a Potential Event of Default; (iii) Each The Borrower shall have performed in all material respects all agreements and satisfied in all material respects all conditions which this Agreement provides shall be performed by it on or before such Funding Date or date of issuance (or renewal or extension) of such Letter of Credit; (iv) No order, judgment or decree of any court, arbitrator or governmental authority shall purport to enjoin or restrain that Bank Lender from making that Loan or issuing (or renewing or extending) that Letter of Credit; and (v) The making of the Loans or the issuance (or renewal or extension) of the Letter of Credit requested on such Funding Date or date of issuance (or renewal or extension) of such Letter of Credit shall not violate Regulation T, Regulation U or Regulation X of the Board or any other regulation of the Board or the Exchange Act.

Conditions to All Loans and Letters of Credit. The obligations of Lenders to make Revolving Loans, Swingline Loans, Bid Rate Loans and Term Loans (iwhich shall not include conversions or continuations of existing Loans pursuant to subsection 2.3.E or 2.8 or the conversion to Term Loans of Revolving Loans outstanding on the Term Loan Funding Date, but which shall include the portion of such Term Loans the proceeds of which are to be applied to repay Bid Rate Loans or Swingline Loans) The and the obligation of each Bank to make any Loans pursuant to a Notice of Borrowing is subject to prior or concurrent satisfaction or waiver by the Required Banks in the case of Syndicated Loans, and the Bank making the relevant Loan in the case of Competitive Bid Loans, and (ii) the obligation of an Issuing Bank Lender to issue (or renew or extend the term of) any a Letter of Credit is on each Funding Date are subject to the satisfaction or waiver by the Required Banks, of the following further conditions precedent: (a) With respect to any such A. Agent or Bid Rate Loan or Letter of CreditAgent, as the Administrative Agent case may be, shall have received, in accordance with the provisions of subsection 2.1.C, 2.1.E.(ii) or 2.4.B, as the case may be, before the that Funding Date thereof or date of issuance (or renewal or extension) of such Letter of CreditDate, (i) an originally executed Notice of Borrowing Borrowing, Bid Rate Loan Quote Request or Notice of Request for Letter of Credit, as the case may be, in each case signed by any of the chief executive officer, the chief financial officer, officer or the treasurer comptroller of Company or by any assistant treasurer executive officer of Company designated by any of the above-described officers on behalf of Company or (ii) a Notice of Issuance as required by Section 2.15(c) (the furnishing by the Company of each such Notice of Borrowing or Notice of Issuance shall be deemed in writing delivered to constitute a representation and warranty of the Company that each of the conditions set forth in Section 3.02(b) hereof will be satisfied on the related Funding Date or date of issuance (or renewal or extension) Agent. B. As of such Letter of Credit); (b) As of the Funding Date of such Loan or date of issuance (or renewal or extension) of such Letter of CreditDate: (i) With respect to such Loan or Letter of Credit, the The representations and warranties contained herein shall be true, correct and complete in all material respects on and as of that such Funding Date or date of issuance (or renewal or extension) of such Letter of Credit to the same extent as though made on and as of that date except those that by their terms specifically relate only to an earlier date, except that the representations and warranties need not be true and correct to the extent that changes in the facts and conditions on which such representations and warranties are based are required or permitted under this Agreement, except that the representations and warranties set forth in Section 4.04 shall not apply, and except that the representations and warranties set forth in Section 4.05 shall not apply to Competitive Bid Loans which do not increase the aggregate principal amount have been accurate as of such Competitive Bid Loans then outstanding with Banks making the samedate; (ii) No event shall have occurred and be continuing or would result from the consummation of the Loans borrowing contemplated by such Notice of Borrowing or the issuance (or renewal or extension) of the Letter of Credit on such Funding Date or date of issuance (or renewal or extension) of such Letter of Credit and the use of the proceeds thereof which that would constitute (a) an Event of Default or (b) a Potential Event of DefaultDefault (other than the failure to reimburse the Issuing Lender for a drawing under a Letter of Credit in the case of a Notice of Borrowing made to request Revolving Loans the proceeds of which will be applied directly by Agent to reimburse such Issuing Lender for the amount of such unpaid drawing); (iii) Each Borrower Credit Party shall have performed in all material respects all agreements and satisfied in all material respects all conditions which that this Agreement provides shall be performed by it on or before such that Funding Date or date of issuance (or renewal or extension) of such Letter of CreditDate; (iv) No order, judgment or decree of any court, arbitrator or governmental govern- mental authority shall purport to enjoin or restrain that Bank any Lender from making that Loan the Loans or the Issuing Lender from issuing (or renewing or extending) that the Letter of Credit; and (v) Not more than twenty-five percent of the value of the assets of Company, or of Company and its Subsidiaries on a consolidated basis, shall constitute Margin Stock. The making of the Loans or the issuance (or renewal or extension) issuing of the Letter of Credit requested on such Funding Date or date of issuance (or renewal or extension) of such Letter of Credit shall not violate Regulation G, Regulation T, Regulation U or Regulation X of the Board or any other regulation of Governors of the Board Federal Reserve System and no part of the proceeds of any Loan or Letter of Credit will be used to purchase or carry any Margin Stock in violation of Regulation U or to extend credit for the Exchange Act.purpose of purchasing or carrying any Margin Stock in violation of Regulation U; and

Conditions to All Loans and Letters of Credit. (i) The obligation of each Bank Lender to make any Loans pursuant to a Notice of Borrowing is subject to prior or concurrent satisfaction or waiver by the Required Banks in the case of Syndicated Loans, and the Bank making the relevant Loan in the case of Competitive Bid Loans, Lenders and (ii) the obligation of an Issuing Bank Lender to issue (or renew or extend the term of) any Letter of Credit is subject to the satisfaction or waiver by the Required BanksLenders, of the following further conditions precedent: (a) With respect to any such Loan or Letter of Credit, the Administrative Agent shall have received, before the Funding Date thereof or date of issuance (or renewal or extension) of such Letter of Credit, (i) an originally executed Notice of Borrowing signed by any of the chief executive officer, the chief financial officer, the treasurer or any assistant treasurer of the Company Borrower or (ii) a Notice of Issuance as required by Section 2.15(c2.12(c) (the furnishing by the Company Borrower of each such Notice of Borrowing or Notice of Issuance shall be deemed to constitute a representation and warranty of the Company Borrower that each of the conditions set forth in Section 3.02(b) hereof will be satisfied on the related Funding Date or date of issuance (or renewal or extension) of such Letter of Credit); (b) As of the Funding Date of such Loan or date of issuance (or renewal or extension) of such Letter of Credit: (i) With respect to such Loan or Letter of Credit, the representations and warranties contained herein shall be true, correct and complete in all material respects on and as of that Funding Date or date of issuance (or renewal or extension) of such Letter of Credit to the same extent as though made on and as of that date, except that the representations and warranties need not be true and correct to the extent that changes in the facts and conditions on which such representations and warranties are based are required or permitted under this Agreement, except that the representations and warranties set forth in Section 4.04 shall not applyapply (provided that if any such representation or warranty is qualified by “materially”, “Material Adverse Effect” or a similar term, such representation and except that the representations warranty (as so qualified) shall be true and warranties set forth correct in Section 4.05 shall not apply to Competitive Bid Loans which do not increase the aggregate principal amount of such Competitive Bid Loans then outstanding with Banks making the sameall respects); (ii) No event shall have occurred and be continuing or would result from the consummation of the Loans or the issuance (or renewal or extension) of the Letter of Credit on such Funding Date or date of issuance (or renewal or extension) of such Letter of Credit and the use of the proceeds thereof which would constitute (a) an Event of Default or (b) a Potential Event of Default; (iii) Each The Borrower shall have performed in all material respects all agreements and satisfied in all material respects all conditions which this Agreement provides shall be performed by it on or before such Funding Date or date of issuance (or renewal or extension) of such Letter of Credit; (iv) No order, judgment or decree of any court, arbitrator or governmental authority shall purport to enjoin or restrain that Bank Lender from making that Loan or issuing (or renewing or extending) that Letter of Credit; and (v) The making of the Loans or the issuance (or renewal or extension) of the Letter of Credit requested on such Funding Date or date of issuance (or renewal or extension) of such Letter of Credit shall not violate Regulation T, Regulation U or Regulation X of the Board or any other regulation of the Board or the Exchange Act.

Conditions to All Loans and Letters of Credit. (i) The obligation obligations of Lenders to make Loans on each Funding Date and the issuance of each Bank to make any Loans pursuant to a Notice of Borrowing is subject to prior or concurrent satisfaction or waiver by the Required Banks in the case of Syndicated Loans, and the Bank making the relevant Loan in the case of Competitive Bid Loans, and (ii) the obligation of an Issuing Bank to issue (or renew or extend the term of) any Letter of Credit is are each subject to the satisfaction or waiver by the Required Banks, of the following further conditions precedent: (a) With respect to any such Loan or Letter of Credit, the 1. Administrative Agent shall have receivedreceived before that Funding Date, before in accordance with the Funding Date thereof or date provisions of issuance (or renewal or extension) of such Letter of CreditSection 2.1B, (i) an originally executed Notice of Borrowing Borrowing, in each case signed by any the Director of Finance and Administration or the General Manager of Borrower, or the chief executive officer, the chief financial officer, officer or the treasurer of Borrower or by any assistant treasurer executive officer of the Company or (ii) a Notice of Issuance as required by Section 2.15(c) (the furnishing Borrower designated in writing by the Company of each such Notice of Borrowing Executive Committee or Notice of Issuance shall be deemed to constitute a representation and warranty of the Company that each of the conditions set forth in Section 3.02(b) hereof will be satisfied on the related Funding Date or date of issuance (or renewal or extension) of such Letter of Credit);by two Executive Committee Signatories. (b) 2. As of the that Funding Date of such Loan or date of issuance (or renewal or extension) of such Letter of CreditDate: (i1) With respect to such Loan or Letter of Credit, the The representations and warranties contained herein and in the other Loan Documents shall be true, correct and complete in all material respects on and as of that Funding Date or date of issuance (or renewal or extension) of such Letter of Credit to the same extent as though made on and as of that date, except that the representations and warranties need not be true and correct to the extent that changes in the facts and conditions on which such representations and warranties are based are required or permitted under this Agreementspecifically relate to an earlier date, except that the in which case such representations and warranties set forth shall have been true, correct and complete in Section 4.04 shall not apply, all material respects on and except that the representations and warranties set forth in Section 4.05 shall not apply to Competitive Bid Loans which do not increase the aggregate principal amount as of such Competitive Bid Loans then outstanding with Banks making the sameearlier date; (ii2) No event shall have occurred and be continuing or would result from the consummation of the Loans or the issuance (or renewal or extension) borrowing contemplated by such Notice of the Letter of Credit on such Funding Date or date of issuance (or renewal or extension) of such Letter of Credit and the use of the proceeds thereof which Borrowing that would constitute (a) an Event of Default or (b) a Potential Event of Default; (iii3) Each Borrower Loan Party shall have performed in all material respects all agreements and satisfied in all material respects all conditions which this Agreement provides shall be performed or satisfied by it on or before such that Funding Date or date of issuance (or renewal or extension) of such Letter of CreditDate; (iv4) No order, judgment or decree of any court, arbitrator or governmental authority shall purport to enjoin or restrain that Bank any Lender from making the Loans to be made by it on that Loan or issuing (or renewing or extending) that Letter of Credit; andFunding Date; (v5) The making of the Loans or the issuance (or renewal or extension) of the Letter of Credit requested on such Funding Date or date of issuance (or renewal or extension) of such Letter of Credit shall not violate any law including, without limitation, Regulation G, Regulation T, Regulation U or Regulation X of the Board of Governors of the Federal Reserve System; and (6) There shall not be pending or, to the knowledge of any Senior Officer of Borrower or Executive Committee Signatory, threatened, any action, suit, proceeding, governmental investigation or arbitration against or affecting any Loan Party or any other regulation of its Subsidiaries or any property of any Loan Party or any of its Subsidiaries that is required to be disclosed but has not been disclosed by Borrower in writing pursuant to Section 5.6 or 6.1(x) prior to the making of the Board last preceding Loans (or, in the case of the initial Loans, prior to the execution of this Agreement), and there shall have occurred no development in any such action, suit, proceeding, governmental investigation or arbitration so disclosed by Borrower in writing pursuant to Section 5.6 or 6.1(x) prior to the making of the last preceding Loans (or in the case of the initial Loans, prior to the execution of this Agreement), that, in either event, in the opinion of such Senior Officer or Executive Committee Signatory could reasonably be expected to have a Material Adverse Effect; and no injunction or other restraining order shall have been issued and no hearing to cause an injunction or other restraining order to be issued shall be pending or noticed with respect to any action, suit or proceeding seeking to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, the transactions contemplated by this Agreement or the Exchange Actmaking of Loans hereunder. 3. Since December 31, 2001, no Material Adverse Effect (as determined in the reasonable discretion of Administrative Agent and Lenders) shall have occurred and be continuing.

Conditions to All Loans and Letters of Credit. (i) The obligation obligations of each the Banks to make Term Loans and Revolving Loans, the Swing Line Bank to make any Swing Line Loans pursuant and the Issuing Bank to a issue Letters of Credit on each Funding Date are subject to the following further conditions precedent: (A) The Agent or Issuing Bank shall have received, in accordance with the provisions of Sections 2.01(b), 2.03(b) or 2.10(b), as the case may be, before that Funding Date, an originally executed Notice of Term Borrowing, Notice of Revolver Borrowing is subject to prior or concurrent satisfaction or waiver by Notice of Issuance of Letter of Credit, as the Required Banks case may be (or, in the case of Syndicated Loansa Swing Line Loan, and the Swing Line Bank making shall have received an executed Notice of Swing Line Borrowing), in each case signed by the relevant Loan Chief Executive Officer, the Chief Financial Officer or the Treasurer of the Borrower or by any officer of the Borrower designated by the Board of Directors of the Borrower or any of the above-described officers on behalf of the Borrower in writing delivered to the case of Competitive Bid Loans, and (ii) the Agent. The obligation of an the Issuing Bank to issue (or renew or extend the term of) any Letter of Credit is subject to the satisfaction further condition precedent that on or waiver by the Required Banks, of the following further conditions precedent: (a) With respect to any such Loan or Letter of Credit, the Administrative Agent shall have received, before the Funding Date thereof or date of issuance (or renewal or extension) of such Letter of Credit, (i) an originally executed Notice the Issuing Bank shall have received, in accordance with the provisions of Borrowing signed by any of the chief executive officerSection 2.10(b), the chief financial officer, the treasurer or any assistant treasurer of the Company or (ii) a Notice of Issuance as required by Section 2.15(c) (the furnishing by the Company of each such Notice of Borrowing or Notice of Issuance shall be deemed to constitute a representation and warranty of the Company that each of the conditions set forth all other information specified in Section 3.02(b2.10(b) hereof will be satisfied on and such other documents as the related Funding Date or date of Issuing Bank reasonably may require in connection with the issuance (or renewal or extension) of such Letter of Credit);. (bB) As of the Funding Date of such Loan or date of issuance (or renewal or extension) of such Letter of CreditDate: (i) With respect to such Loan or Letter of Credit, the The representations and warranties contained herein shall be true, correct and complete in all material respects on and as of that Funding Date or date of issuance (or renewal or extension) of such Letter of Credit to the same extent as though made on and as of that date, except that the representations and warranties need not be true and correct date taking into account any amendments to the extent that changes in the facts and conditions on which such representations and warranties are based are required Schedules or permitted under this Agreement, except that the representations and warranties set forth in Section 4.04 shall not apply, and except that the representations and warranties set forth in Section 4.05 shall not apply to Competitive Bid Loans which do not increase the aggregate principal amount of such Competitive Bid Loans then outstanding with Banks making the same; (ii) No event shall have occurred and be continuing or would Exhibits hereto as a result from the consummation of the Loans or the issuance (or renewal or extension) of the Letter of Credit on such Funding Date or date of issuance (or renewal or extension) of such Letter of Credit and the use of the proceeds thereof which would constitute (a) an Event of Default or (b) a Potential Event of Default; (iii) Each Borrower shall have performed in all material respects all agreements and satisfied in all material respects all conditions which this Agreement provides shall be performed by it on or before such Funding Date or date of issuance (or renewal or extension) of such Letter of Credit; (iv) No order, judgment or decree of any court, arbitrator or governmental authority shall purport to enjoin or restrain that Bank from making that Loan or issuing (or renewing or extending) that Letter of Credit; and (v) The making of the Loans or the issuance (or renewal or extension) of the Letter of Credit requested on such Funding Date or date of issuance (or renewal or extension) of such Letter of Credit shall not violate Regulation T, Regulation U or Regulation X of the Board or any other regulation of the Board or the Exchange Act.disclosures

Conditions to All Loans and Letters of Credit. (i) The obligation obligations of each the Banks to make Revolving Loans, the Swing Line Bank to make any Swing Line Loans pursuant to a Notice of Borrowing is subject to prior or concurrent satisfaction or waiver by the Required Banks in the case of Syndicated Loans, and the Bank making the relevant Loan in the case of Competitive Bid Loans, and (ii) the obligation of an Issuing Bank to issue (or renew or extend the term of) any Letter Letters of Credit is on each Funding Date are subject to the satisfaction or waiver by the Required Banks, of the following further conditions precedent: (a) With respect to any such Loan The Agent or Issuing Bank shall have received, in accordance with the provisions of Sections 2.01(b) or 2.10(b), as the case may be, before that Funding Date, an originally executed Notice of Revolver Borrowing or Notice of Issuance of Letter of Credit, as the Administrative Agent case may be (or, in the case of a Swing Line Loan, the Swing Line Bank shall have receivedreceived an executed Notice of Swing Line Borrowing), in each case signed by the Chief Executive Officer, the Chief Financial Officer or the Treasurer of the Borrower or by any officer of the Borrower designated by the Board of Directors of the Borrower or any of the above-described officers on behalf of the Borrower in writing delivered to the Agent. The obligation of the Issuing Bank to issue any Letter of Credit is subject to the further condition precedent that on or before the Funding Date thereof or date of issuance (or renewal or extension) of such Letter of Credit, (i) an originally executed Notice the Issuing Bank shall have received, in accordance with the provisions of Borrowing signed by any of the chief executive officerSection 2.10(b), the chief financial officer, the treasurer or any assistant treasurer of the Company or (ii) a Notice of Issuance as required by Section 2.15(c) (the furnishing by the Company of each such Notice of Borrowing or Notice of Issuance shall be deemed to constitute a representation and warranty of the Company that each of the conditions set forth all other information specified in Section 3.02(b2.10(b) hereof will be satisfied on and such other documents as the related Funding Date or date of Issuing Bank reasonably may require in connection with the issuance (or renewal or extension) of such Letter of Credit);. (b) As of the Funding Date of such Loan or date of issuance (or renewal or extension) of such Letter of CreditDate: (i) With respect to such Loan or Letter of Credit, the The representations and warranties contained herein shall be true, correct and complete in all material respects on and as of that Funding Date or date of issuance (or renewal or extension) of such Letter of Credit to the same extent as though made on and as of that date, except that the representations and warranties need not be true and correct date taking into account any amendments to the extent that changes Schedules or Exhibits hereto as a result of any disclosures made by the Borrower to the Agent and the Banks after the Closing Date approved by the Agent and the Required Banks in the facts and conditions on which such representations and warranties are based are required or permitted under this Agreement, except that the representations and warranties set forth in Section 4.04 shall not apply, and except that the representations and warranties set forth in Section 4.05 shall not apply to Competitive Bid Loans which do not increase the aggregate principal amount of such Competitive Bid Loans then outstanding with Banks making the sametheir reasonable discretion; (ii) No event shall have occurred and be continuing or would result from the consummation of the Loans borrowing contemplated by such Notice of Revolver Borrowing or the issuance (or renewal or extension) of the Letter of Credit on such Funding Date or date of issuance (or renewal or extension) of such Letter of Credit and the use of the proceeds thereof which that would constitute (a) an Event of a Default or (b) a Potential an Event of Default; (iii) Each The Borrower shall have performed in all material respects all agreements and satisfied in all material respects all conditions which that this Agreement provides shall be performed by it on or before such that Funding Date or date of issuance (or renewal or extension) of such Letter of CreditDate; (iv) No order, judgment or decree of any court, arbitrator or governmental authority shall purport to enjoin or restrain that any Bank (or, in the case of a Swing Line Loan, the Swing Line Bank) from making the Revolving Loans or the Issuing Bank from making that Loan or issuing (or renewing or extending) that the Letter of CreditCredit (or, in the case of a Swing Line Loan, making a Swing Line Loan); and (v) The making of the Loans or the issuance (or renewal or extension) issuing of the Letter of Credit requested on such Funding Date or date of issuance (or renewal or extension) of such Letter of Credit shall not violate any law, including, without limitation, Regulation G, Regulation T, Regulation U or Regulation X of the Board or any other regulation of Governors of the Board or the Exchange ActFederal Reserve System.

Conditions to All Loans and Letters of Credit. (i) The obligation of each Bank Lender to make any Loans pursuant to a Notice of Borrowing is subject to prior or concurrent satisfaction or waiver by the Required Banks in the case of Syndicated Loans, and the Bank making the relevant Loan in the case of Competitive Bid Loans, Lenders and (ii) the obligation of an Issuing Bank Lender to issue (or renew or extend the term of) any Letter of Credit is subject to the satisfaction or waiver by the Required BanksLenders, of the following further conditions precedent:: #96109338v22 (a) With respect to any such Loan or Letter of Credit, the Administrative Agent shall have received, before the Funding Date thereof or date of issuance (or renewal or extension) of such Letter of Credit, (i) an originally executed Notice of Borrowing signed by any of the chief executive officer, the chief financial officer, the treasurer or any assistant treasurer of the Company Borrower or (ii) a Notice of Issuance as required by Section 2.15(c2.12(c) (the furnishing by the Company Borrower of each such Notice of Borrowing or Notice of Issuance shall be deemed to constitute a representation and warranty of the Company Borrower that each of the conditions set forth in Section 3.02(b) hereof will be satisfied on the related Funding Date or date of issuance (or renewal or extension) of such Letter of Credit); (b) As of the Funding Date of such Loan or date of issuance (or renewal or extension) of such Letter of Credit: (i) With respect to such Loan or Letter of Credit, the representations and warranties contained herein shall be true, correct and complete in all material respects on and as of that Funding Date or date of issuance (or renewal or extension) of such Letter of Credit to the same extent as though made on and as of that date, except that the representations and warranties need not be true and correct to the extent that changes in the facts and conditions on which such representations and warranties are based are required or permitted under this Agreement, except that the representations and warranties set forth in Section 4.04 shall not applyapply (provided that if any such representation or warranty is qualified by “materially”, “Material Adverse Effect” or a similar term, such representation and except that the representations warranty (as so qualified) shall be true and warranties set forth correct in Section 4.05 shall not apply to Competitive Bid Loans which do not increase the aggregate principal amount of such Competitive Bid Loans then outstanding with Banks making the sameall respects); (ii) No event shall have occurred and be continuing or would result from the consummation of the Loans or the issuance (or renewal or extension) of the Letter of Credit on such Funding Date or date of issuance (or renewal or extension) of such Letter of Credit and the use of the proceeds thereof which would constitute (a) an Event of Default or (b) a Potential Event of Default; (iii) Each The Borrower shall have performed in all material respects all agreements and satisfied in all material respects all conditions which this Agreement provides shall be performed by it on or before such Funding Date or date of issuance (or renewal or extension) of such Letter of Credit; (iv) No order, judgment or decree of any court, arbitrator or governmental authority shall purport to enjoin or restrain that Bank Lender from making that Loan or issuing (or renewing or extending) that Letter of Credit; and (v) The making of the Loans or the issuance (or renewal or extension) of the Letter of Credit requested on such Funding Date or date of issuance (or renewal or extension) of such Letter of Credit shall not violate Regulation T, Regulation U or Regulation X of the Board or any other regulation of the Board or the Exchange Act.. #96109338v22

Conditions to All Loans and Letters of Credit. (i) The Bank’s obligation of each Bank hereunder to make any Loans pursuant (including the initial Loans), and/or to a Notice issue any Letters of Borrowing Credit, is further subject to prior or concurrent and contingent upon the fulfillment of each of the following conditions to the satisfaction or waiver by the Required Banks of Bank in its Permitted Discretion: (i) in the case of Syndicated Loansa Borrowing of a Revolving Loan, and the receipt by Bank making the relevant Loan in the case of Competitive Bid Loansnotice as required by Section 1.4(b), and (ii) in the obligation case of an Issuing Bank to issue (or renew or extend the term of) any Letter of Credit is subject to the satisfaction or waiver by the Required Banks, of the following further conditions precedent: (a) With respect to any such Loan or a Letter of Credit, receipt by Bank of a Letter of Credit Application and the Administrative Agent shall have receivedother papers and information required under Section 2.2; b. in the case of a Borrowing of a Revolving Loan, before the Funding Date fact that, immediately after such Borrowing and after application of the proceeds thereof or date after such issuance, the Revolving Credit Usage will not exceed the Revolving Credit Commitment; c. the fact that, immediately before and after such Borrowing or issuance of issuance (or renewal or extension) of such Letter of Credit, (i) an originally executed Notice as the case may be, no Event of Borrowing signed by any of Default or Default shall have occurred or be continuing; and d. the chief executive officer, the chief financial officer, the treasurer or any assistant treasurer of the Company or (ii) a Notice of Issuance as required by Section 2.15(c) (the furnishing by the Company of each such Notice of Borrowing or Notice of Issuance shall be deemed to constitute a representation and warranty of the Company fact that each of the conditions set forth in Section 3.02(b) hereof will be satisfied on the related Funding Date or date of issuance (or renewal or extension) of such Letter of Credit); (b) As of the Funding Date of such Loan or date of issuance (or renewal or extension) of such Letter of Credit: (i) With respect to such Loan or Letter of Credit, the representations and warranties of Borrowers contained herein in the Loan Documents shall be true, correct and complete true in all material respects on and as of that Funding Date or the date of such Borrowing, or issuance (or renewal or extension) of such Letter of Credit to Credit, as the same extent as though made on and as of that datecase may be, except for any representation and warranty that the representations is qualified by materiality or reference to Material Adverse Effect, which such representation and warranties need not warranty shall be true and correct in all respects, and except to the extent that changes in the facts and conditions on which such representations and warranties are based are required or permitted under this Agreementspecifically refer to an earlier date, except that the representations in which case they shall be true and warranties set forth in Section 4.04 shall not apply, and except that the representations and warranties set forth in Section 4.05 shall not apply to Competitive Bid Loans which do not increase the aggregate principal amount of such Competitive Bid Loans then outstanding with Banks making the same; (ii) No event shall have occurred and be continuing or would result from the consummation of the Loans or the issuance (or renewal or extension) of the Letter of Credit on such Funding Date or date of issuance (or renewal or extension) of such Letter of Credit and the use of the proceeds thereof which would constitute (a) an Event of Default or (b) a Potential Event of Default; (iii) Each Borrower shall have performed correct in all material respects all agreements as of such earlier date, except for any representation and satisfied warranty that is qualified by materiality or reference to Material Adverse Effect, which such representation and warranty shall be true and correct in all material respects all conditions which this Agreement provides shall as of such earlier date. e. Each giving of a Notice of Borrowing hereunder and each acceptance by Borrowers of the proceeds of any Loan made hereunder shall, except as set forth in the Notice of Borrowing, be performed deemed to be a representation and warranty by it Borrowers on or before such Funding Date or the date of issuance (such notice or renewal or extensionacceptance as to the facts specified in Sections 3.2(b) of such Letter of Credit; (iv) No order, judgment or decree of any court, arbitrator or governmental authority shall purport to enjoin or restrain that Bank from making that Loan or issuing (or renewing or extending) that Letter of Credit; and (v) The making of the Loans or the issuance (or renewal or extension) of the Letter of Credit requested on such Funding Date or date of issuance (or renewal or extension) of such Letter of Credit shall not violate Regulation T, Regulation U or Regulation X of the Board or any other regulation of the Board or the Exchange Actand 3.2(c).