Common use of Each Credit Extension Clause in Contracts

Each Credit Extension. The Lenders shall not (except as otherwise set forth in Section 2.4.4 with respect to Revolving Loans for the purpose of repaying Swing Line Loans) be required to make any Credit Extension unless on the applicable Borrowing Date: (i) There exists no Default or Event of Default, nor would a Default or Event of Default result from such Credit Extension. (ii) The representations and warranties contained in Article V are (x) with respect to any representations or warranties that contain a materiality qualifier, true and correct in all respects and (y) with respect to any representations or warranties that do not contain a materiality qualifier, true and correct in all material respects, in each case, 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 on and as of such earlier date. Each Borrowing Notice or Swing Line Borrowing Notice, as the case may be, or request for issuance of a Facility LC with respect to each such Credit Extension shall constitute a representation and warranty by the Company and the Borrowers thereof that the conditions contained in Sections 4.2(i) and (ii) have been satisfied.

Each Credit Extension. The Lenders shall not (except as otherwise set forth in Section 2.4.4 with respect to Revolving Loans extended for the purpose of repaying Swing Line Loans) be required to make any Credit Extension unless on the applicable Borrowing Credit Extension Date: (i) 4.2.1 There exists no Default or Event of DefaultUnmatured Default at the time of, nor would a Default or Event of Default result from after giving effect to the making of, such Credit Extension. (ii) 4.2.2 The representations and warranties contained in Article V are (x) with respect to any representations or warranties that contain a materiality qualifier, true and correct in all respects and (y) with respect to any representations or warranties that do not contain a materiality qualifier, true and correct in all material respects, in each case, respects as of such Borrowing 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 in all material respects on and as of such earlier datedate (provided, however, that the representation and warranty specified in Section 5.5 shall be made only as of the Restatement Effective Date and as of the date of any increase of the Aggregate Commitment or issuance of Term Loans pursuant to Section 2.21). Each Borrowing Notice Notice, request for issuance of a Facility LC or Swing Line Borrowing Notice, as the case may be, or request for issuance of a Facility LC LC, with respect to each such Credit Extension shall constitute a representation and warranty by the Company and the Borrowers thereof Borrower that the conditions contained in Sections 4.2(i) 4.2.1 and (ii) 4.2.2 have been satisfied.

Each Credit Extension. The Lenders and Issuers shall not (except as otherwise set forth in Section 2.4.4 with respect to Revolving Loans for the purpose of repaying Swing Line Loans) be required to make any Credit Extension unless the conditions set forth in Section 4.1 have been satisfied and on the applicable Borrowing DateDate or issuance date: (ia) There exists no Default or Event Unmatured Default at the time of Default, nor would a Default or Event of Default result from immediately after giving effect to such Credit Extension. (iib) The representations and warranties contained in Article V (other than the representations and warranties in Sections 5.4 and 5.5) are true and correct as of such Borrowing Date or issuance date in all material respects except (xi) with respect to in the case of any representations representation or warranties that contain a warranty qualified by materiality qualifieror Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects and (yii) with respect to any representations or warranties that do not contain a materiality qualifier, true and correct in all material respects, in each case, 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 on and as of such earlier date. Each delivery of a Borrowing Notice or Swing Line Borrowing Notice, as the case may be, or and each request for the issuance of a Facility LC with respect to each such Letter of Credit Extension shall constitute a representation and warranty by the applicable Borrower (and, if the Company and is not the Borrowers thereof Borrower, by the Company) that the conditions contained in Sections 4.2(i4.2(a) and (iib) have been satisfiedsatisfied on and as of the date of such Borrowing Notice or request for the issuance or Modification of a Letter of Credit.

Each Credit Extension. The Lenders shall not (except as otherwise set forth in Section 2.4.4 with respect to Revolving Loans for the purpose of repaying Swing Line Loans) be required to make any Credit Extension unless on the applicable Borrowing Date: (ia) There exists no Default or Event of Default, nor would a Default or Event of Default result from such Credit Extension. (iib) The representations and warranties contained in Article V are (xi) with respect to any representations or warranties that contain a materiality qualifier, true and correct in all respects and (y) with respect to any representations or warranties that do not contain a materiality qualifier, true and correct in all material respects, in each case, as of such Borrowing Date 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. Each Borrowing Notice or Swing Line Borrowing Notice, as the case may be, or request for issuance of a Facility LC with respect to each such Credit Extension shall constitute a representation and warranty by the Company and the Borrowers thereof Borrower that the conditions contained in Sections 4.2(i4.2(a) and (iib) have been satisfied.

Each Credit Extension. The Lenders shall not (except as otherwise set forth in Section 2.4.4 with respect to Revolving Loans for the purpose of repaying Swing Line Loans) be required to make any Credit Extension unless on the applicable Borrowing Date: (ia) There exists no Default or Event of Default, nor would a Default or Event of Default result from such Credit Extension. (iib) The representations and warranties contained in Article V are (x) with respect to any representations or warranties that contain a materiality qualifier, true and correct in all respects and (y) with respect to any representations or warranties that do not contain a materiality qualifier, true and correct in all material respects, in each case, 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 on and as of such earlier date. (c) After giving effect to the requested Credit Extension, the Aggregate Outstanding Credit Exposure does not exceed the lesser of (i) the Borrowing Base Availability at such time, or (ii) the Aggregate Commitment at such time. Each Borrowing Notice or Swing Line Borrowing Notice, as the case may be, or request for issuance of a Facility LC with respect to each such Credit Extension shall constitute a representation and warranty by the Company and the Borrowers thereof Borrower that the conditions contained in Sections 4.2(i4.2(a) and (iib) have been satisfied.

Each Credit Extension. The Lenders shall not (except as otherwise set forth in Section 2.4.4 with respect to Revolving Loans for the purpose of repaying Swing Line Loans) be required to make any Credit Extension unless on the applicable Borrowing Date: (i) There exists no Default or Event of Default, nor would a Default or Event of Default result from such Credit Extension. (ii) The representations and warranties contained in Article V are (x) with respect to any representations or warranties that contain a materiality qualifier, true and correct in all respects and (y) with respect to any representations or warranties that do not contain a materiality qualifier, true and correct in all material respects, in each case, 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 on and as of such earlier date. Each Borrowing Notice or Swing Line Borrowing Notice, as the case may be, or request for issuance of a Facility LC with respect to each such Credit Extension shall constitute a representation and warranty by the Company and the Borrowers Borrower thereof that the conditions contained in Sections 4.2(i) and (ii) have been satisfied.

Each Credit Extension. The Lenders shall not be required to make any Credit Extension (except as otherwise set forth in Section 2.4.4 2.1.3(d) with respect to Revolving Loans extended for the purpose purposes of repaying Swing Line LoansNon-Ratable Loans and other than in connection with Collateral Protection Advances) be required to make any Credit Extension unless on the applicable Borrowing Credit Extension Date: (i) 4.2.1 There exists no Default or Event of Unmatured Default, nor would a Default or Event of Default result from such Credit Extension. (ii) 4.2.2 The representations and warranties contained in Article V are true and correct as of such Credit Extension Date except (x) with respect to any Sections 5.5 and 5.7, the representations or and warranties that contain a materiality qualifier, set forth in such Sections shall have been true and correct in all respects on and as of the date of the most recent Form 10-K or Form 10-Q filing, as applicable, made by the Borrower with the U.S. Securities and Exchange Commission, and (y) with respect to any representations or warranties that do not contain a materiality qualifierother representation and warranty set forth in Article V, true and correct in all material respects, in each case, 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 on and as of such earlier date. Each Borrowing Notice or Swing Line Borrowing Notice, as the case may be, or request for issuance of a Facility LC with respect to each such Credit Extension shall constitute a representation and warranty by the Company and the Borrowers thereof Borrower that the conditions contained in Sections 4.2(i) 4.2.1 and (ii) 4.2.2 have been satisfied.

Each Credit Extension. The Lenders shall not (except as otherwise set forth in Section 2.4.4 2.4(d) with respect to Revolving Loans for the purpose of repaying Swing Line Loans) be required to make any Credit Extension unless on the applicable Borrowing Date: (ia) There exists no Default or Event of Default, nor would a Default or Event of Default result from such Credit Extension. (iib) The representations and warranties contained in Article V are (xi) with respect to any representations or warranties that contain a materiality qualifier, true and correct in all respects and (yii) with respect to any representations or warranties that do not contain a materiality qualifier, true and correct in all material respects, in each case, 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 on and as of such earlier date. Each Borrowing Notice or Swing Line Borrowing Notice, as the case may be, or request for issuance of a Facility LC with respect to each such Credit Extension shall constitute a representation and warranty by the Company and the Borrowers thereof Borrower that the conditions contained in Sections 4.2(i4.2(a) and (iib) have been satisfied.

Each Credit Extension. The Lenders shall not be (except as otherwise set forth in Section 2.4.4 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 applicable Borrowing Credit Extension Date: (i) There exists no Default or Event of Unmatured Default, nor would a Default or Event of Default result from such Credit Extension. (ii) The representations and warranties contained in Article V are (x) with respect to any representations or warranties that contain a materiality qualifier, true and correct in all respects and (y) with respect to any representations or warranties that do not contain a materiality qualifier, true and correct in all material respects, in each case, as of such Borrowing 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 and their counsel. Each Borrowing Notice or Notice, Swing Line Borrowing NoticeNotice or request for issuance of a Facility LC, as the case may be, or request for issuance of a Facility LC with respect to each such Credit Extension shall constitute a representation and warranty by the Company and the Borrowers thereof Borrower that the conditions contained in Sections 4.2(i) and (ii) have been satisfied. Any Lender may require a duly completed compliance certificate in substantially the form of Exhibit B as a condition to making an a Credit Extension.

Each Credit Extension. The Lenders shall not (except as otherwise set forth in Section 2.4.4 2.4(d) with respect to Revolving Loans for the purpose of repaying Swing Line Loans) be required to make any Credit Extension unless on the applicable Borrowing Date: (ia) There exists no Default or Event of Default, nor would a Default or Event of Default result from such Credit Extension. (iib) The representations and warranties contained in Article V are (x) with respect to any representations or warranties that contain a materiality qualifier, true and correct in all respects and (y) with respect to any representations or warranties that do not contain a materiality qualifier, true and correct in all material respects, in each case, as of such Borrowing Date 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 (y) with respect to any representations or warranties that do not contain a materiality qualifier, true and correct in all material respects as of such 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. Each Borrowing Notice or Swing Line Borrowing Notice, as the case may be, or request for issuance of a Facility LC with respect to each such Credit Extension shall constitute a representation and warranty by the Company and the Borrowers thereof that the conditions contained in Sections 4.2(i4.2(a) and (iib) have been satisfied.

Each Credit Extension. The Lenders shall not (except as otherwise set forth in Section 2.4.4 with respect to Revolving Loans for the purpose of repaying Swing Line Loans) be required to make any Credit Extension unless on the applicable Borrowing Date: (ia) There exists no Default or Event of Default, nor would a Default or Event of Default result from such Credit Extension. (iib) The representations and warranties contained in Article V are (x) with respect to any representations or warranties that contain a materiality qualifier, true and correct in all respects and (y) with respect to any representations or warranties that do not contain a materiality qualifier, true and correct in all material respects, in each case, as of such Borrowing Date 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 (y) 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. Each Borrowing Notice or Swing Line Borrowing Notice, as the case may be, or request for issuance of a Facility LC with respect to each such Credit Extension shall constitute a representation and warranty by the Company and the Borrowers thereof Borrower that the conditions contained in Sections 4.2(i4.2(a) and (iib) have been satisfied.

Each Credit Extension. The Lenders shall not (except as otherwise set forth in Section 2.4.4 with respect to Revolving Loans for the purpose of repaying Swing Line Loans) be required to make any Credit Extension unless on the applicable Borrowing Date: (ia) There exists no Default or Event of Default, nor would a Default or Event of Default result from such Credit Extension. (iib) The representations and warranties contained in Article V are (xi) with respect to any representations or warranties that contain a materiality qualifier, true and correct in all respects and (y) with respect to any representations or warranties that do not contain a materiality qualifier, true and correct in all material respects, in each case, as of such Borrowing Date 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 was 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 was true and correct in all material respects on and as of such earlier date. (c) The Administrative Agent shall have received a Borrowing Notice in accordance with the requirements hereof. Each Borrowing Notice or Swing Line Borrowing Notice, as the case may be, or request for issuance of a Facility LC with respect to each such Credit Extension shall constitute constitutes a representation and warranty by the Company and the Borrowers thereof Borrower that the conditions contained in Sections 4.2(iSection 4.2(a) and (iib) have been satisfied.

Each Credit Extension. The Lenders and Issuers shall not (except as otherwise set forth in Section 2.4.4 with respect to Revolving Loans for the purpose of repaying Swing Line Loans) be required to make any Credit Extension unless the conditions set forth in Section 4.1 have been satisfied and on the applicable Borrowing DateDate or issuance date: (ia) There exists no Default or Event Unmatured Default at the time of Default, nor would a Default or Event of Default result from immediately after giving effect to such Credit Extension. (iib) The representations and warranties contained in Article V (other than the representations and warranties in Sections 5.4 and 5.5) are (x) with respect to any representations or warranties that contain a materiality qualifier, true and correct in all respects and (y) with respect to any representations or warranties that do not contain a materiality qualifier, true and correct in all material respects, in each case, as of such Borrowing Date or issuance 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. Each delivery of a Borrowing Notice or Swing Line Borrowing Notice, as the case may be, or and each request for the issuance of a Facility LC with respect to each such Letter of Credit Extension shall constitute a representation and warranty by the applicable Borrower (and, if the Company and is not the Borrowers thereof Borrower, by the Company) that the conditions contained in Sections 4.2(i4.2(a) and (iib) have been satisfiedsatisfied on and as of the date of such Borrowing Notice or request for the issuance or Modification of a Letter of Credit.

Each Credit Extension. The Lenders shall not (except as otherwise set forth in Section 2.4.4 2.4(d) with respect to Revolving Loans for the purpose of repaying Swing Line Loans) be required to make any Credit Extension unless on the applicable Borrowing Date:Date (other than a conversion of continuation of an Advance): (ia) There exists no Default or Event of Default, nor would a Default or Event of Default result from such Credit Extension. (iib) The representations and warranties contained in Article V are (xi) with respect to any representations or warranties that contain a materiality qualifier, true and correct in all respects and (y) with respect to any representations or warranties that do not contain a materiality qualifier, true and correct in all material respects, in each case, as of such Borrowing Date 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. 6090356 -43- ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP Each Borrowing Notice or Swing Line Borrowing Notice, as the case may be, or request for issuance of a Facility LC with respect to each such Credit Extension shall constitute a representation and warranty by the Company and the Borrowers thereof Borrower that the conditions contained in Sections 4.2(i4.2(a) and (iib) have been satisfied.

Each Credit Extension. The Lenders shall not (except as otherwise set forth in Section 2.4.4 with respect to Revolving Loans for the purpose of repaying Swing Line Loans) be required to make any Credit Extension (other than an Advance that, after giving effect thereto and to the application of the proceeds thereof, does not increase the aggregate amount of outstanding Advances), unless on the applicable Borrowing Credit Extension Date: (i) There exists no Default or Event of Unmatured Default, nor would a Default or Event of Default result from such Credit Extension. (ii) The representations and warranties contained in Article V are (x) with respect to any representations or warranties that contain a materiality qualifier, true and correct in all respects and (y) with respect to any representations or warranties that do not contain a materiality qualifier, true and correct in all material respects, in each case, as of such Borrowing Credit Extension Date except to the extent any such representation or warranty is expressly 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 satisfactory to the Agent, the Lenders and their counsel. Each Borrowing Notice or Swing Line Borrowing Notice, as the case may be, or request for issuance of a Facility LC Notice with respect to each such Credit Extension shall constitute a representation and warranty by the Company and the Borrowers thereof Borrower that the conditions contained in Sections 4.2(i) and (ii) have been satisfied. Any Lender may require 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 shall not (except as otherwise set forth in Section 2.4.4 with respect to Revolving Loans for the purpose of repaying Swing Line Loans) be required to make any Credit Extension and the Issuer shall not be required to issue any Facility Letter of Credit, and the Swing Line Lender shall not be required to required to make any Swing Line Loan, unless on the applicable Borrowing Credit Extension Date: (ia) There exists no Default or Event of Unmatured Default, nor would a Default or Event of Default result from such Credit Extension. (iib) The representations and warranties contained in Article V are (x) with respect to any representations or warranties that contain a materiality qualifier, true and correct in all respects and (y) with respect to any representations or warranties that do not contain a materiality qualifier, true and correct in all material respects, in each case, as of such Borrowing 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 be true and correct on and as of such earlier date. (c) All legal matters incident to the making of such Credit Extension shall be satisfactory to the Lenders and their counsel. Each Borrowing Notice or LC Issuance Request or Notice of Swing Line Borrowing Notice, as the case may be, or request for issuance of a Facility LC Loan with respect to each such Credit Extension shall constitute a representation and warranty by the Company and the Borrowers thereof that the conditions contained in Sections 4.2(i4.2(a) and (iib) have been satisfied. The Agent may require a duly completed Compliance Certificate as a condition to making a Credit Extension.

Each Credit Extension. The Lenders shall not (except as otherwise set forth in Section 2.4.4 with respect to Revolving Loans for obligation of each Lender or the purpose of repaying Swing Line Loans) be required LC Issuer to make any Credit Extension unless on hereunder is subject to the applicable Borrowing Datefurther condition precedent that upon the effectiveness of the proposed Credit Extension, the following statements shall be true and correct: (i) There exists no Default or Event of Unmatured Default, nor would a and no Default or Event of Unmatured Default would result from such the proposed Credit ExtensionExtension or the application of proceeds therefrom. (ii) The representations and warranties contained in Article V are (x) with respect to any representations or warranties that contain a materiality qualifier, true and correct in all respects and (y) with respect to any representations or warranties that do not contain a materiality qualifier, true and correct in all material respects, in each case, as of such Borrowing 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. Each Borrowing Notice or Swing Line Borrowing Notice, as the case may beConversion/Continuation Notice, or request for the issuance or Modification of a Facility LC with respect to each such Credit Extension shall constitute a representation and warranty by the Company and the Borrowers thereof Borrower that the conditions contained in Sections 4.2(i4.02(i) and (ii4.02(ii) will have been satisfiedsatisfied as of the applicable Credit Extension Date.

Each Credit Extension. The Lenders shall not (except as otherwise set forth in Section 2.4.4 2.2(e) with respect to Revolving Loans for the purpose of repaying Swing Line Loans) be required to make any Credit Extension to any Borrower unless on the applicable Borrowing Credit Extension Date: (ia) There exists no Default or Event of Unmatured Default, nor would a Default or Event of Default result from such Credit Extension. (iib) The representations and warranties contained in Article V 5 are (x) with respect to any representations or warranties that contain a materiality qualifier, true and correct in all respects and (y) with respect to any representations or warranties that do not contain a materiality qualifier, true and correct in all material respects, in each case, as of such Borrowing 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. (c) No payment is required under Section 2.3(c) or (d) or would be required under Section 2.3(c) after making such Credit Extension, whether on the date such Credit Extension is made or would be required after the lapse of the applicable grace period allowed under Sections 2.3(c), as determined by the Agent or the Required Lenders. Each Borrowing Notice Notice, request for issuance of a Facility LC, or Swing Line Borrowing Notice, as the case may be, or request for issuance of a Facility LC with respect to each such Credit Extension shall constitute a representation and warranty by the Company and the Borrowers thereof Borrower that the conditions contained in Sections 4.2(i4.2(a) and (iib) and, to its knowledge, 4.2 (c) and (d) have been satisfied. 2.8 Section 5.5(b) is restated as follows:

Each Credit Extension. The Lenders shall not (except as otherwise set forth in Section 2.4.4 2.5.4 with respect to Revolving Credit Loans for the purpose of repaying Swing Line Loans) be required to make any Credit Extension unless on the applicable Borrowing DateCredit Extension Date the conditions set forth in Section 4.1 hereof shall have been satisfied and: (ia) There exists no Default or Event of Unmatured Default, nor would a Default or Event of Default result from such Credit Extension. (iib) The representations and warranties contained in Article V are (x) with respect to any representations or warranties that contain a materiality qualifier, true and correct in all respects and (y) with respect to any representations or warranties that do not contain a materiality qualifier, true and correct in all material respects, in each case, respects as of such Borrowing 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. Each Borrowing Notice or Notice, Swing Line Borrowing NoticeNotice or request for issuance of a Facility LC, as the case may be, or request for issuance of a Facility LC with respect to each such Credit Extension shall constitute a representation and warranty by the Company and the Borrowers thereof Borrower that the conditions contained in Sections 4.2(i4.2(a) and (iib) have been satisfied.

Each Credit Extension. The Lenders shall not (except as otherwise set forth in Section 2.4.4 2.5.4 with respect to Revolving Loans for the purpose of repaying Swing Line Loans) be required to make any Credit Extension Extensions unless on the applicable Borrowing Credit Extension Date: (ia) There exists no Default or Event of Unmatured Default, nor would a Default or Event of Default result from such Credit Extension.; (iib) The representations and warranties contained in Article V 5 are (x) with respect to any representations or warranties that contain a materiality qualifier, true and correct in all respects and (y) with respect to any representations or warranties that do not contain a materiality qualifier, true and correct in all material respects, in each case, as of such Borrowing 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 (c) All legal matters incident to the making of such Credit Extension shall be satisfactory to the Lenders and their counsel. Each Borrowing Notice or Notice, Swing Line Borrowing NoticeNotice or request for issuance of a Facility LC, as the case may be, or request for issuance of a Facility LC with respect to each such Credit Extension shall constitute a representation and warranty by the Company Borrower and the Borrowers thereof each Guarantor that the conditions contained in Sections 4.2(i4.2(a) and (ii4.2(b) have been satisfied. Any Lender may require 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 shall not (except as otherwise set forth in Section 2.4.4 2.7.4 with respect to Revolving Credit Loans for the purpose of repaying Swing Line Loans) be required to make any Credit Extension unless on the applicable Borrowing Credit Extension Date: (ia) There exists no Default or Event of Unmatured Default, nor would a Default or Event of Default result from such Credit Extension. (iib) The representations and warranties contained in Article V are (x) with respect to any representations or warranties that contain a materiality qualifier, true and correct in all respects and (y) with respect to any representations or warranties that do not contain a materiality qualifier, true and correct in all material respects, in each case, respects as of such Borrowing 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. (c) After giving effect to such Credit Extension, Parent shall be in compliance with the financial covenant set forth in Section 6.26.2, as determined on a pro forma basis as of the last day of the most recent fiscal period of Parent for which financial statements are available. Each Borrowing Notice or Notice, Swing Line Borrowing NoticeNotice or request for issuance of a Facility LC, as the case may be, or request for issuance of a Facility LC with respect to each such Credit Extension shall constitute a representation and warranty by the Company and the Borrowers thereof applicable Borrower that the conditions contained in Sections 4.2(i4.2(a) and (iib) have been satisfied.

Each Credit Extension. The Lenders shall not be required to make any Credit Extension (except as otherwise set forth in Section 2.4.4 herein with respect to Revolving Loans for the purpose of repaying Swing Line LoansLoans or LC Disbursements) be required to make any Credit Extension unless on the applicable Borrowing Credit Extension Date: (ia) There exists no No Default or Event of Default, nor would a Unmatured Default or Event of Default result from such Credit Extensionhas occurred and is continuing. (iib) The representations and warranties contained in Article V (other than Section 5.9) are (x) with respect to any representations or warranties that contain a materiality qualifier, true and correct in all respects and (y) with respect to any representations or warranties that do not contain a materiality qualifier, true and correct as of such Credit Extension Date in all material respects, in each case, as of such Borrowing Date respects 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. Each Borrowing Notice or Notice, Swing Line Borrowing Notice, as the case may be, or request for issuance of a Facility LC LC, as the case may be, with respect to each such Credit Extension Advance shall constitute a representation and warranty by the Company and the Borrowers thereof Borrower that the conditions contained in Sections 4.2(i4.2(a) and (iib) have been satisfied. Any Lender may require a duly completed compliance certificate in substantially the form of Exhibit C as a condition to making a Credit Extension.

Each Credit Extension. The Lenders shall not (except as otherwise set forth in Section 2.4.4 with respect to Revolving Loans for the purpose of repaying Swing Line Loans) be required to make any Credit Extension unless on the applicable Borrowing Date: (ia) There exists no Default or Event of Default, nor would a Default or Event of Default result from such Credit Extension. (iib) The representations and warranties contained in Article V are (x) with respect to any representations or warranties that contain a materiality qualifier, true and correct in all respects and (y) with respect to any representations or warranties that do not contain a materiality qualifier, true and correct in all material respectsrespects (except to the extent already qualified by materiality, in each case, which case said representations and warranties are true and correct in all 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 (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. (c) The Administrative Agent and, if applicable, the applicable LC Issuer shall have received a Borrowing Notice or Facility LC application in accordance with the requirements hereof. Each Borrowing Notice or Swing Line Borrowing Notice, as the case may be, or request for issuance of a Facility LC with respect to each such Credit Extension shall constitute a representation and warranty by the Company and the Borrowers thereof Borrower that the conditions contained in Sections 4.2(i4.2(a) and (iib) have been satisfied.

Each Credit Extension. The Lenders shall not be required to make any Credit Extension (except as otherwise set forth in Section 2.4.4 2.1.3(d) with respect to Revolving Loans extended for the purpose purposes of repaying Swing Line LoansNon-Ratable Loans and other than in connection with Collateral Protection Advances) be required to make any Credit Extension unless on the applicable Borrowing Credit Extension Date: (i) 4.2.1 There exists no Default or Event of Unmatured Default, nor would a Default or Event of Default result from such Credit Extension. (ii) 4.2.2 The representations and warranties contained in Article V are true and correct as of such Credit Extension Date except (x) with respect to any Sections 5.5 and 5.7, the representations or and warranties that contain a materiality qualifier, set forth in such Sections shall have been true and correct in all respects on and as of the date of the most recent Form 10-K or Form 10-Q filing, as applicable, made by the Borrower with the U.S. Securities and Exchange Commission, and (y) with respect to any representations or warranties that do not contain a materiality qualifierother representation and warranty set forth in Article V, true and correct in all material respects, in each case, 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 on and as of such earlier date. Each Borrowing Notice or Swing Line Borrowing Notice, as the case may be, or request for issuance of a Facility LC LC, or request for issuance of a Pre-Funded Facility LC, with respect to each such Credit Extension shall constitute a representation and warranty by the Company and the Borrowers thereof Borrower that the conditions contained in Sections 4.2(i) 4.2.1 and (ii) 4.2.2 have been satisfied.

Each Credit Extension. The Lenders shall not (except as otherwise set forth in Section 2.4.4 with respect to Revolving Loans for the purpose of repaying Swing Line Loans) be required to make any Credit Extension unless on the applicable Borrowing Date: (ia) There exists no Default or Event of Default, nor would a Default or Event of Default result from such Credit Extension. (iib) The representations and warranties contained in Article V are (x) with respect to any representations or warranties that contain a materiality qualifier, true and correct in all respects and (y) with respect to any representations or warranties that do not contain a materiality qualifier, true and correct in all material respects, in each case, as of such Borrowing Date 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 (y) 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. Each Borrowing Notice or Swing Line Borrowing Notice, as the case may be, or request for issuance of a Facility LC with respect to each such Credit Extension shall constitute a representation and warranty by the Company and the Borrowers thereof that the conditions contained in Sections 4.2(i4.2(a) and (iib) have been satisfied.

Each Credit Extension. The Lenders shall not (except as otherwise set forth in Section 2.4.4 with respect to Revolving Loans for the purpose of repaying Swing Line Loans) be required to make (i) the initial Credit Extension hereunder unless all of the conditions in Section 4.1 shall have been satisfied as of the Closing Date, and (ii) any Credit Extension (other than (x) a conversion or continuation of an outstanding Advance pursuant to Section 2.9 or (y) the financing of any payment under a Letter of Credit with a Floating Rate Advance made pursuant to Section 2.20.5) unless on the applicable Borrowing Credit Extension Date: (i) 4.2.1 There exists no Default or Event of Unmatured Default, nor would a Default or Event of Default result from such Credit Extension. (ii) 4.2.2 The representations and warranties contained in Article V are (x) with respect to any representations or warranties that contain a materiality qualifier, true and correct in all respects and (y) with respect to any representations or warranties that do not contain a materiality qualifier, true and correct in all material respects, in each case, respects as of such Borrowing 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 in all material respects on and as of such earlier date; provided that this requirement shall not apply to the representations and warranties set forth in Sections 5.4.3, 5.5 and 5.7 with respect to any Loan if the proceeds of such Loan will be used exclusively to repay the Borrower's commercial paper. Each Borrowing Notice or Swing Line Borrowing Notice, as the case may be, or request for issuance or Modification of a Facility LC Letter of Credit with respect to each such Credit Extension shall constitute a representation and warranty by the Company and the Borrowers thereof Borrower that the conditions contained in Sections 4.2(i) 4.2.1 and (ii) 4.2.2 have been satisfied.

Each Credit Extension. The Lenders shall not (except as otherwise set forth in Section 2.4.4 with respect to Revolving Loans for the purpose of repaying Swing Line Loans) be required to make any Credit Extension unless on the applicable Borrowing Date: (ia) There exists no Default or Event of Default, nor would a Default or Event of Default result from such Credit Extension. (iib) The representations and warranties contained in Article V are (x) with respect to any representations or warranties that contain a materiality qualifier, true and correct in all respects and (y) with respect to any representations or warranties that do not contain a materiality qualifier, true and correct in all material respects, in each case, as of such Borrowing Date 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 (y) 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. Each Borrowing Notice or Swing Line Borrowing Notice, as the case may be, or request for issuance of a Facility LC with respect to each such Credit Extension shall constitute a representation and warranty by the Company and the Borrowers thereof Borrower that the conditions contained in Sections 4.2(i4.2(a) and (iib) have been satisfied.

Each Credit Extension. The Lenders shall not (except as otherwise set forth in Section 2.4.4 2.4(d) with respect to Revolving Loans for the purpose of repaying Swing Line Loans) be required to make any Credit Extension unless on the applicable Borrowing Date: (ia) There exists no Default or Event of Default, nor would a Default or Event of Default result from such Credit Extension. (iib) The representations and warranties contained in Article V are (x) with respect to any representations or warranties that contain a materiality qualifier, true and correct in all respects and (y) with respect to any representations or warranties that do not contain a materiality qualifier, true and correct in all material respects, in each case, as of such Borrowing Date 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 (y) with respect to any representations or warranties that do not contain a materiality qualifier, true and correct in all material respects as of such 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. Each Borrowing Notice or Swing Line Borrowing Notice, as the case may be, or request for issuance of a Facility LC with respect to each such Credit Extension shall constitute a representation and warranty by the Company and the Borrowers thereof Borrower that the conditions contained in Sections 4.2(i4.2(a) and (iib) have been satisfied.