Common use of Each Credit Extension Clause in Contracts

Each Credit Extension. The Lenders and the Issuers shall not be required to make any Credit Extension unless on the date of such Credit Extension: (i) No Default or Unmatured Default exists or would result from such Credit Extension. (ii) The representations and warranties contained in Article V (other than, in the case of each Credit Extension to be made after the date of this Agreement, Sections 5.5 and 5.7) are true and correct in all material respects as of the date of such Credit Extension except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct on and as of such earlier date. (iii) All legal matters incident to the making of such Credit Extension shall be satisfactory to the Lenders, the Issuers and their counsel (including evidence satisfactory to the Administrative Agent of any required governmental approvals or consents regarding such Credit Extension). Each delivery of a Borrowing Notice and each request for the issuance of a Letter of Credit shall constitute a representation and warranty by the Borrower that the conditions contained in Sections 4.2(i) and (ii) have been satisfied. Any Lender may require delivery of a duly completed compliance certificate in substantially the form of Exhibit B as a condition to making a Credit Extension.

Each Credit Extension. The Lenders and the Issuers shall not be required to make any Credit Extension unless on the date of such Credit Extensionapplicable Borrowing Date or issuance date: (ia) No There exists no Default or Unmatured Default exists or would result from such Credit ExtensionDefault. (iib) The representations and warranties contained in Article V (other thanthan (i) the representation and warranty in Section 5.4 and (ii) solely with respect to Credit Extensions the proceeds of which will be used to pay maturing commercial paper of the Company, the representation and warranty in the case of each Credit Extension to be made after the date of this Agreement, Sections 5.5 and 5.7Section 5.5) are true and correct in all material respects as of the such Borrowing Date or issuance date of such Credit Extension except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct on and as of such earlier date. (iiic) All legal matters incident to the making of such Credit Extension shall be satisfactory to the Lenders, the Issuers Lenders and their counsel (including evidence satisfactory to the Administrative Agent of any required governmental approvals or consents regarding such Credit Extension)counsel. Each delivery of a Borrowing Notice and each request for the issuance of a Letter of Credit shall constitute a representation and warranty by the applicable Borrower (and, if the Company is not the Borrower, by the Company) that the conditions contained in Sections 4.2(i4.2(a) and (iib) have been satisfied. Any Lender may require delivery of a duly completed compliance certificate in substantially the form of Exhibit B A as a condition to making a Credit Extension.

Each Credit Extension. The Neither the Lenders and nor the Issuers Issuer shall not be required to make any Credit Extension to any Borrower unless on the date of such Credit Extension: (i) No Default or Unmatured Default with respect to such Borrower exists or would will result from such Credit Extension. (ii) The representations and warranties of such Borrower contained in Article V (other than, in the case of each Credit Extension to be made after the date of this Agreement, Sections 5.5 and 5.7) are true and correct in all material respects as of the date of such Credit Extension except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects on and as of such earlier date. (iii) All legal matters incident to the making of such Credit Extension shall be reasonably satisfactory to the Lenders, the Issuers Lenders and their counsel (including evidence satisfactory to the Administrative Agent of any required governmental approvals or consents regarding such Credit Extension)counsel. Each delivery of a Borrowing Notice and each request for the issuance of a Letter of Credit Extension by a Borrower shall constitute a representation and warranty by the such Borrower that the conditions contained in Sections 4.2(i) and (ii) have been satisfied. Any Lender may require delivery of a duly completed compliance certificate in substantially the form of Exhibit B A from the applicable Borrower as a condition to the making of a Credit Extension.

Each Credit Extension. The Lenders and the Issuers Bank shall not be required to make any Credit Extension unless on the date of such applicable Credit ExtensionExtension Date: (i) No There exists no Default or Unmatured Default exists or would result from such Credit ExtensionDefault. (ii) The representations and warranties contained in Article V (other than, in the case of each Credit Extension to be made after the date of this Agreement, Sections 5.5 and 5.7) are true and correct in all material respects as of the date of such Credit Extension Date except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct on and as of such earlier date. (iii) All legal matters incident to the making of such Credit Extension shall be satisfactory to the Lenders, the Issuers Bank and their counsel its counsel. (including evidence satisfactory to the Administrative Agent of any required governmental approvals or consents regarding such Credit Extension). Each delivery of iv) The Bank shall have received a Borrowing Notice and each request for or, in the case of any issuance of a Letter Facility LC, a properly completed Facility LC Application and such other documentation in connection therewith as requested by the Bank. Each Borrowing Notice or request for issuance of a Facility LC with respect to each such Credit Extension shall constitute a representation and warranty by the Borrower that the conditions contained in Sections 4.2(i) and (ii) have been satisfied. Any Lender The Bank may require delivery of a duly completed compliance certificate in substantially the form of Exhibit B C as a condition to making a Credit Extension.

Each Credit Extension. The Lenders and the Issuers Lender shall not be required to make any Credit Extension to the Borrower unless on the date of such Credit Extension: (ia) No Default or Unmatured Default exists or would will result from such Credit Extension. (iib) The representations and warranties of the Borrower contained in Article V V, (other thanwith the exception of the representations and warranties contained in Sections 5.5, in the case of each Credit Extension to 5.7 and 5.15 which shall only be made after as of the date of this AgreementClosing Date), Sections 5.5 and 5.7) are true and correct in all material respects as of the date of such Credit Extension except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects on and as of such earlier date. (iiic) After giving effect to such Credit Extension, the Borrower’s Outstanding Credit Extensions will not exceed the Borrower’s borrowing authority as allowed by Applicable Governmental Authorities. (d) All legal matters incident to the making of such Credit Extension shall be reasonably satisfactory to the Lenders, the Issuers Lender and their counsel (including evidence satisfactory to the Administrative Agent of any required governmental approvals or consents regarding such Credit Extension)its counsel. Each delivery of a Borrowing Notice and each request for a Credit Extension by the issuance of a Letter of Credit Borrower shall constitute a representation and warranty by the Borrower that the conditions contained in Sections 4.2(i4.2(a), (b) and (iic) have been satisfied. Any The Lender may require delivery of a duly completed compliance certificate in substantially the form of Exhibit B A from the Borrower as a condition to the making of a Credit Extension.

Each Credit Extension. The Lenders and the Issuers shall not be required to make any Credit Extension unless on the date of such Credit Extensionapplicable Borrowing Date: (ia) No There exists no Default or Unmatured Event of Default, nor would a Default exists or would Event of Default result from such Credit Extension. (iib) The representations and warranties contained in Article V are (other thani) with respect to any representations or warranties that contain a materiality qualifier, in the case of each Credit Extension to be made after the date of this Agreement, Sections 5.5 and 5.7) are true and correct in all material respects as of the date of such Credit Extension Borrowing Date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all respects on and as of such earlier date and (ii) with respect to any representations or warranties that do not contain a materiality qualifier, true and correct in all material respects as of such Borrowing Date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects on and as of such earlier date. (iiic) All legal matters incident There shall not have occurred a Material Adverse Change. Each Borrowing Notice or request for issuance of a Facility LC with respect to the making of each such Credit Extension shall be satisfactory to the Lenders, the Issuers and their counsel (including evidence satisfactory to the Administrative Agent of any required governmental approvals or consents regarding such Credit Extension). Each delivery of a Borrowing Notice and each request for the issuance of a Letter of Credit shall constitute a representation and warranty by the Borrower that the conditions contained in Sections 4.2(i4.2(a) and (iib) have been satisfied. Any Lender may require delivery of a duly completed compliance certificate in substantially the form of Exhibit B as a condition to making a Credit Extension.

Each Credit Extension. The Lenders and the Issuers shall not (except as otherwise set forth in Section 2.5.4 with respect to Ratable Loans for the purpose of repaying Swing Line Loans) be required to make any Credit Extension unless on the date of such applicable Credit ExtensionExtension Date: (i) No There exists no Default or Unmatured Default exists or would result from such Credit ExtensionDefault. (ii) The representations and warranties contained in Article V (other than, in the case of each Credit Extension to be made after the date of this Agreement, Sections 5.5 and 5.7than Section 5.20) are true and correct in all material respects as of the date of such Credit Extension Date except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct on and as of such earlier date. (iii) All legal matters incident to the making of such Credit Extension shall be satisfactory to the Lenders, the Issuers Lenders and their counsel (including evidence satisfactory to the Administrative Agent of any required governmental approvals or consents regarding such Credit Extension)counsel. Each delivery of a Ratable Borrowing Notice, Swing Line Borrowing Notice, each Competitive Bid Borrowing Notice and each or request for the issuance of a Letter of Facility LC with respect to each such Credit Extension shall constitute a representation and warranty by the Borrower that the conditions contained in Sections 4.2(i) and (ii) have been satisfied. Any Lender may require delivery of a duly completed compliance certificate in substantially the form of Exhibit B as a condition to making a Credit Extension.

Each Credit Extension. The Lenders and the Issuers shall not be required to make any Credit Extension (except as otherwise set forth in Section 2.5.4 with respect to Revolving Loans for the purpose of repaying Swing Line Loans) unless on the date of such applicable Credit ExtensionExtension Date: (i) No There exists no Default or Unmatured Default exists or would result from such Credit ExtensionDefault. (ii) The representations and warranties contained in Article V (other than, in the case of each Credit Extension to be made after the date of this Agreement, Sections 5.5 and 5.7) are true and correct in all material respects as of the date of such Credit Extension Date except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct on and as of such earlier date. (iii) All legal matters incident to the making of such Credit Extension shall be reasonably satisfactory to the Lenders, the Issuers Lenders and their counsel (including evidence satisfactory to the Administrative Agent of any required governmental approvals or consents regarding such Credit Extension)counsel. Each delivery of a Borrowing Notice and each Notice, Swing Line Borrowing Notice, or request for the issuance of a Letter of Facility LC, as the case may be, with respect to each such Credit Extension shall constitute a representation and warranty by the Borrower that the conditions contained in Sections 4.2(i) and (ii) have been satisfied. Any Lender may require delivery of a duly completed compliance certificate in substantially the form of Exhibit B A as a condition to making a Credit Extension.

Each Credit Extension. The Lenders and the Issuers shall not be required to make any Revolving Credit Extension Loan, the Agent shall not be required to make any Swing Loan and the LC Issuer shall not be required to issue a Facility LC unless on the date of such applicable Credit ExtensionExtension Date: (i) No There exists no Default or Unmatured Default exists or would result from such Credit ExtensionDefault. (ii) The representations and warranties contained in Article V (other than, in the case of each Credit Extension to be made after the date of this Agreement, Sections 5.5 and 5.7) are true and correct as of such Credit Extension Date in all material respects as of the date of such Credit Extension except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct on and as of such earlier date. (iii) All legal matters incident to the making of such Credit Extension shall be satisfactory to the Lenders, Agent. (iv) In the Issuers and their counsel (including evidence satisfactory to the Administrative Agent case of any required governmental approvals or consents regarding such Credit Extension). Each delivery of a Borrowing Notice and each request for the issuance of a Letter Facility LC, a properly completed Facility LC Application and such other documentation in connection therewith as requested by the Agent. Each Borrowing Notice or request for issuance of a Facility LC or making of a Swing Loan with respect to each such Credit Extension shall constitute a representation and warranty by the Borrower that the conditions contained in Sections 4.2(i) and (ii) have been satisfied. Any Lender may require delivery of a duly completed compliance certificate in substantially the form of Exhibit B as a condition to making a Credit Extension.

Each Credit Extension. The Lenders and the Issuers shall not be required to make any Credit Extension unless on the date of such Credit Extension: (i) No Default or Unmatured Default exists or would result from such Credit Extension. (ii) The representations and warranties contained in Article V (other than, in the case of each Credit Extension to be made after the date of this Agreementthe initial Credit Extension, Sections 5.5 and 5.75.5, 5.7 and, after February 7, 2006, 5.17) are true and correct in all material respects as of the date of such Credit Extension except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct on and as of such earlier date. (iii) All legal matters incident to the making of such Credit Extension shall be satisfactory to the Lenders, the Issuers and their counsel (including evidence satisfactory to the Administrative Agent of any required governmental approvals or consents regarding such Credit Extension). Each delivery of a Borrowing Notice and each request for the issuance of a Letter of Credit shall constitute a representation and warranty by the Borrower that the conditions contained in Sections 4.2(i) and (ii) have been satisfied. Any Lender may require delivery of a duly completed compliance certificate in substantially the form of Exhibit B as a condition to making a Credit Extension.

Each Credit Extension. The Neither the Lenders and nor the Issuers Issuer shall not be required to make any Credit Extension to any Borrower unless on the date of such Credit Extension: (i) No Default or Unmatured Default with respect to such Borrower exists or would will result from such Credit Extension. (ii) The representations and warranties of such Borrower contained in Article V (other than, in the case of each Credit Extension to be made after the date of this Agreement, Sections 5.5 and 5.7) are true and correct in all material respects as of the date of such Credit Extension except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects on and as of such earlier date. (iii) After giving effect to such Credit Extension, such Borrower's Outstanding Credit Extensions will not exceed such Borrower's borrowing authority as allowed by Applicable Governmental Authorities. (iv) All legal matters incident to the making of such Credit Extension shall be reasonably satisfactory to the Lenders, the Issuers Lenders and their counsel (including evidence satisfactory to the Administrative Agent of any required governmental approvals or consents regarding such Credit Extension)counsel. Each delivery of a Borrowing Notice and each request for the issuance of a Letter of Credit Extension by a Borrower shall constitute a representation and warranty by the such Borrower that the conditions contained in Sections 4.2(i), (ii) and (iiiii) have been satisfied. Any Lender may require delivery of a duly completed compliance certificate in substantially the form of Exhibit B A from the applicable Borrower as a condition to the making of a Credit Extension.

Each Credit Extension. The Lenders and the Issuers shall not (except as otherwise set forth in Section 2.2(e) with respect to Revolving Loans for the purpose of repaying Swing Line Loans) be required to make any Credit Extension unless on the date of such applicable Credit ExtensionExtension Date: (ia) No There exists no Default or Unmatured Default exists or would result from such Credit ExtensionDefault. (iib) The representations and warranties contained in Article V (other than, in the case of each Credit Extension to be made after the date of this Agreement, Sections 5.5 and 5.7) 5 are true and correct in all material respects as of the date of such Credit Extension Date except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct on and as of such earlier date. (iiic) All legal matters incident to the making of such Credit Extension shall be satisfactory to the Lenders, the Issuers Lenders and their counsel (including evidence satisfactory to the Administrative Agent of any required governmental approvals or consents regarding such Credit Extension)counsel. Each delivery of a Borrowing Notice and each or request for the issuance of a Letter of Facility LC, or Swing Line Borrowing Notice, as the case may be, with respect to each such Credit Extension shall constitute a representation and warranty by the Borrower that the conditions contained in Sections 4.2(i4.2(a) and (iib) have been satisfied. Any Lender may require delivery of a duly completed compliance certificate in substantially the form of Exhibit B as a condition to making a Credit Extension.

Each Credit Extension. The Lenders and the Issuers shall not (except as otherwise set forth in Section 2.5.4 with respect to Revolving Loans for the purpose of repaying Swing Line Loans) be required to make any Credit Extension unless on the date of such applicable Credit ExtensionExtension Date: (ia) No There exists no Default or Unmatured Default exists or would result from such Credit Extension.Default; (iib) The representations and warranties contained in Article V 5 (other than, in the case exclusive of each Credit Extension to be made after the date of this Agreement, Sections 5.5 and 5.7Section 5.5) are true and correct in all material respects as of the date of such Credit Extension Date except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct on and as of such earlier date.; and (iiic) All legal matters incident to the making of such Credit Extension shall be reasonably satisfactory to the Lenders, the Issuers Lenders and their counsel counsel. (including evidence satisfactory to the Administrative Agent of any required governmental approvals or consents regarding such Credit Extension). d) Each delivery of a Borrowing Notice, Swing Line Borrowing Notice and each or request for the issuance of a Letter of Facility LC, as the case may be, with respect to each such Credit Extension shall constitute a representation and warranty by the Borrower and each Guarantor that the conditions contained in Sections 4.2(i4.2(a) and (ii4.2(b) have been satisfied. Any Lender may require delivery of a duly completed compliance certificate confirming the foregoing in substantially the form of Exhibit B as a condition to making a Credit Extension.

Each Credit Extension. The Lenders and the Issuers shall not be required to make any Credit Extension unless on the date of such applicable Credit ExtensionExtension Date: (i) No There exists no Default or Unmatured Default exists or would result from such Credit ExtensionDefault. (ii) The representations and warranties contained in Article V (other than, in and Section 6 of the case of each Credit Extension to be made after the date of this Agreement, Sections 5.5 and 5.7) Guaranty are true and correct in all material respects as of the date of such Credit Extension Date (other than, in the case of any Credit Extension that does not increase the aggregate Outstanding Credit Exposure of the Lenders, the representations contained in the second sentence of Section 5.05 hereof and the second sentence of Section 6(g) of the Guaranty) except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct on and as of such earlier date. (iii) All legal matters incident to the making of such Credit Extension shall be satisfactory to the Lenders, the Issuers Lenders and their counsel (including evidence satisfactory to the Administrative Agent of any required governmental approvals or consents regarding such Credit Extension)counsel. Each delivery of a Borrowing Notice and each or request for the issuance of a Letter of Facility LC with respect to each such Credit Extension shall constitute a representation and warranty by the Borrower each Loan Party that the conditions contained in Sections 4.2(i4.02(i) and (ii) have been satisfied. Any Lender Lender, through the Agent, may require delivery of a duly completed compliance certificate in substantially the form of Exhibit B as a condition to making a Credit Extension.

Each Credit Extension. The Lenders and the Issuers shall not (except as otherwise set forth in Section 2.5.4. with respect to Revolving Loans for the purpose of repaying Swing Line Loans) be required to make any Credit Extension unless on the date of such applicable Credit ExtensionExtension Date: (i) No There exists no Default or Unmatured Default exists or would result from such Credit ExtensionDefault. (ii) The representations and warranties contained in Article V (other than, in the case of each Credit Extension to be made after the date of this Agreement, Sections 5.5 and 5.7) are true and correct in all material respects as of the date of such Credit Extension Date except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct on and as of such earlier date. (iii) If such Credit Extension is to a Foreign Subsidiary Borrower, all requirements to adding such Foreign Subsidiary Borrower to this Agreement specified in Section 8.2 shall have been satisfied. (iv) All legal matters incident to the making of such Credit Extension shall be satisfactory to the LendersAgent and its counsel. Each Borrowing Notice or Swing Line Borrowing Notice, as the Issuers and their counsel (including evidence satisfactory case may be, with respect to the Administrative Agent of any required governmental approvals or consents regarding each such Credit Extension). Each delivery of a Borrowing Notice and each request for the issuance of a Letter of Credit Extension shall constitute a representation and warranty by the Borrower that the conditions contained in Sections 4.2(i) and (ii) have been satisfied. Any Lender The Agent may require delivery of a duly completed compliance certificate in substantially the form of Exhibit B as a condition to making a Credit Extensionan Advance.

Each Credit Extension. The Lenders and the Issuers shall not be required to make any Credit Extension unless on the date of such Credit Extensionapplicable Borrowing Date or issuance date: (ia) No There exists no Default or Unmatured Default exists or would result from such Credit ExtensionDefault. (iib) The representations and warranties contained in Article V (other thanthan (i) the representation and warranty in Section 5.4(c) and (ii) solely with respect to Credit Extensions the proceeds of which will be used to pay maturing commercial paper of the Company, the representation and warranty in the case of each Credit Extension to be made after the date of this Agreement, Sections 5.5 and 5.7Section 5.5) are true and correct in all material respects as of the such Borrowing Date or issuance date of such Credit Extension except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct on and as of such earlier date. (iiic) All legal matters incident to the making of such Credit Extension shall be satisfactory to the Lenders, the Issuers Lenders and their counsel (including evidence satisfactory to the Administrative Agent of any required governmental approvals or consents regarding such Credit Extension)counsel. Each delivery of a Borrowing Notice and each request for the issuance of a Letter of Credit shall constitute a representation and warranty by the applicable Borrower (and, if the Company is not the Borrower, by the Company) that the conditions contained in Sections 4.2(i4.2(a) and (iib) have been satisfied. Any Lender may require delivery of a duly completed compliance certificate in substantially the form of Exhibit B A as a condition to making a Credit Extension.

Each Credit Extension. The Lenders shall not be required to make, continue or convert any Credit Extension, and the Issuers Swingline Lender shall not be required to make any Credit Extension Swingline Loan or to increase Commitments pursuant to Section 2.2, unless on the applicable Credit Extension Date or date of such Credit Extensionconversion or continuation or the applicable date of any increase in the Commitments, the following conditions precedent have been satisfied: (ia) No There exists no Default or Unmatured Default, nor would a Default or Unmatured Default exists or would result from such Credit ExtensionExtension or increase in Commitments hereunder. (iib) The representations and warranties contained in Article V or any other Loan Document (other thanthan Sections 5.5, in the case of each Credit Extension to be made after the date of this Agreement, Sections 5.5 5.7 and 5.75.15) are true and correct in all material respects as of the date of such Credit Extension Date and as of any date Commitments are increased hereunder except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct on and as of such earlier date. (iiic) All legal matters incident to the making of such Credit Extension shall be satisfactory to the LendersEach Borrowing Notice, the Issuers and their counsel (including evidence satisfactory to the Administrative Agent of any required governmental approvals each Conversion/Continuation Notice or consents regarding such Credit Extension). Each delivery of a Borrowing Notice and each request for the issuance of a Letter of Facility LC with respect to each such Credit Extension or request for any increase in Commitments shall constitute a representation and warranty by the Borrower that the conditions contained in Sections 4.2(i4.2(a) and (iib) have been satisfied. Any Lender may require delivery of a duly completed compliance certificate in substantially the form of Exhibit B as a condition to making a Credit Extension.

Each Credit Extension. The Lenders and the Issuers shall not be required to make any Credit Extension unless on the date of such Credit Extensionapplicable Borrowing Date: (ia) No There exists no Default or Unmatured Event of Default, nor would a Default exists or would Event of Default result from such Credit Extension.. 4887-5363-3879v24887-5363-3879v.5 (iib) The representations and warranties contained in Article V (other than, in the case of each Credit Extension to be made after the date of this Agreement, Sections 5.5 and 5.7) are true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) as of the date of such Credit Extension Borrowing Date except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) on and as of such earlier date. (iii) All legal matters incident . Each Borrowing Notice or request for issuance of a Facility LC with respect to the making of each such Credit Extension shall be satisfactory to the Lenders, the Issuers and their counsel (including evidence satisfactory to the Administrative Agent of any required governmental approvals or consents regarding such Credit Extension). Each delivery of a Borrowing Notice and each request for the issuance of a Letter of Credit shall constitute a representation and warranty by the Borrower that the conditions contained in Sections 4.2(i4.2(a) and (iib) have been satisfied. Any Lender may require delivery of a duly completed compliance certificate in substantially the form of Exhibit B as a condition to making a Credit Extension.

Each Credit Extension. The Lenders and the Issuers shall not be required to make --------------------- any Credit Extension unless on the date of such applicable Credit ExtensionExtension Date: (i1) No Default or Unmatured Default exists or would will result from such Credit Extension. (ii2) The representations and warranties contained in Article V (other than, in the case of each Credit Extension to be made after the date of this Agreement, Sections 5.5 and 5.7) are true and correct in all material respects as of the date of such Credit Extension Date except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct on and as of such earlier datedate and except that the representation and warranty set forth in Section 5.4 shall not be required to be true as of the date of any conversion or continuation of any Eurodollar Ratable Loan. (iii3) All legal matters incident to the making of such Credit Extension shall be satisfactory to the Lenders, the Issuers Lenders and their counsel (including evidence satisfactory to the Administrative Agent of any required governmental approvals or consents regarding such Credit Extension)counsel. Each delivery of a Borrowing Notice with respect to a Ratable Advance and each request for the issuance of a Letter of Credit Facility LC shall constitute a representation and warranty by the Borrower that the conditions contained in Sections 4.2(i) and (ii) have been satisfied. Any Lender may require delivery of a duly completed compliance certificate in substantially the form of Exhibit B as a condition to making a Credit Extension.