Common use of Borrowings and Issuances of Letters of Credit Clause in Contracts

Borrowings and Issuances of Letters of Credit. The obligation of any Lender to make a Loan and the obligation of any Issuing Lender to issue (or renew or extend the term of) any Letter of Credit are each subject to the satisfaction of the following conditions: (a) receipt (or deemed receipt pursuant to Section 2.16(b)(iii)) by the Administrative Agent of a Notice of Borrowing as required by Section 2.02 or receipt by the applicable Issuing Lender of a Notice of Issuance as required by Section 2.16, as the case may be; (b) in the case of a Borrowing or the issuance of a Letter of Credit, the fact that, immediately after such Borrowing or issuance of such Letter of Credit (i) the Total Outstanding Amount will not exceed the Total Commitments and (ii) the aggregate amount of Letter of Credit Liabilities will not exceed the Letter of Credit Sublimit; (c) the fact that, immediately before and after such Borrowing or issuance of such Letter of Credit, no Default shall have occurred and be continuing; and (d) the fact that, except as otherwise described by the Borrower in a writing to the Administrative Agent and waived by the Required Lenders, the representations and warranties of the Borrower contained in this Agreement (except, in the case of any Borrowing or issuance subsequent to the Effective Date, the representations and warranties set forth in Sections 4.04(c), 4.05, 4.06, 4.08, 4.13 and 4.14) shall be true in all material respects on and as of the date of such Borrowing or issuance, except to the extent (i) they expressly relate to an earlier date, in which case they shall be true in all material respects as of such earlier date or (ii) any representation or warranty is qualified by or subject to a “material adverse effect”, “material adverse change” or similar term or qualification, in which case the same shall be true and correct in all respects. Each Borrowing and issuance (including a deemed issuance through renewal or extension) of a Letter of Credit hereunder shall be deemed to be a representation and warranty by the Borrower on the date of such Borrowing or issuance as to the facts specified in clauses 3.02(c) and 3.02(d).

Borrowings and Issuances of Letters of Credit. The obligation of any Lender to make a Loan on the occasion of any Borrowing and the obligation of any the Issuing Lender to issue (or renew or extend the term ofof ) any Letter of Credit are each is subject to the satisfaction of the following conditions: (a) receipt (or deemed receipt pursuant to Section 2.16(b)(iii)) by the Administrative Agent of a Notice of Borrowing as required by Section 2.02 or Section 2.03, or receipt by the applicable Issuing Lender of a Notice of Issuance as required by Section 2.162.19, as the case may be; (b) in the case of a Borrowing or the issuance of a Letter of Credit, the fact that, immediately after such Borrowing or issuance of such Letter of Credit (i) the Total Outstanding Amount will not exceed the Total Commitments and aggregate amount of the Commitments, (ii) the aggregate amount of Letter of Credit Liabilities will not exceed the Letter of Credit Sublimit, and (iii) the sum of the aggregate Dollar Amount of the aggregate principal amount of all outstanding Committed Alternative Currency Loans plus the aggregate Dollar Amount of the aggregate Letter of Credit Liabilities for Letters of Credit in an Alternative Currency shall not exceed the Alternative Currency Sublimit; (c) the fact that, immediately before and after such Borrowing or issuance of such Letter of Credit, no Default shall have occurred and be continuing; and; (d) the fact that, except as otherwise described by the Borrower in a writing to the Administrative Agent and waived by the Required Lenders, that the representations and warranties of the Borrower contained in this Agreement Company and the Company Guarantor (exceptand, in the case of any a Borrowing or an issuance subsequent to the Effective Dateof a Letter of Credit by an Eligible Subsidiary, the representations and warranties set forth of such Eligible Subsidiary) contained in Sections 4.04(c), 4.05, 4.06, 4.08, 4.13 and 4.14) this Agreement shall be true in all material respects on and as of the date of such Borrowing or issuance, except to the extent (i) they expressly relate to an earlier date, in which case they shall be true in all material respects as issuance of such earlier date or Letter of Credit; and (iie) any representation or warranty is qualified by or subject to a “material adverse effect”, “material adverse change” or similar term or qualification, the closing shall have occurred in which case the same shall be true and correct in all respectsaccordance with Section 3.01. Each Borrowing and issuance (including a deemed issuance through renewal or extension) of a Letter of Credit hereunder shall be deemed to be a representation and warranty by the Borrower Company and the Company Guarantor (and, in the case of a Borrowing or an issuance of a Letter of Credit by an Eligible Subsidiary, of such Eligible Subsidiary) on the date of such Borrowing or issuance as to the facts specified in clauses 3.02(c(b), (c) and 3.02(d)(d) of this Section.

Borrowings and Issuances of Letters of Credit. The obligation of any Lender to make a Loan on the occasion of any Borrowing and the obligation of any the Issuing Lender to issue (or amend, renew or extend the term of) any Letter of Credit are each is subject to the satisfaction of the following conditions: (a) receipt (or deemed receipt pursuant to Section 2.16(b)(iii)) by the Administrative Agent of a Notice of Borrowing as required by Section 2.02 or receipt by the applicable Issuing Lender of a Notice of Issuance as required by Section 2.162.19(b), as the case may be; (b) in the case of a Borrowing or the issuance of a Letter of Credit, the fact that, immediately after such Borrowing or issuance of such Letter of Credit (i) the Total Outstanding Amount will not exceed the Total aggregate amount of the Commitments and (ii) the aggregate amount Dollar Amount of all Letter of Credit Liabilities will not exceed the Letter of Credit Sublimit$200,000,000; (c) the fact that, immediately before and after such Borrowing or issuance of such Letter of Credit, no Default shall have occurred and be continuing; and (d) the fact that, except as otherwise described by the Borrower in a writing to the Administrative Agent and waived by the Required Lenders, that the representations and warranties of the Company and, if other than the Company, the Borrower contained in this Agreement (except, in the case of any Borrowing or issuance subsequent to the Effective Date, except the representations and warranties set forth in Sections 4.04(c), 4.054.05 and 4.07, 4.06, 4.08, 4.13 and 4.14in each case as to any matter which has theretofore been disclosed in writing by the Company to the Lenders) shall be true in all material respects on and as of the date of such Borrowing or issuance, except to the extent (i) they expressly relate to an earlier date, in which case they shall be true in all material respects as of such earlier date or (ii) any representation or warranty is qualified by or subject to a “material adverse effect”, “material adverse change” or similar term or qualification, in which case the same shall be true and correct in all respects. Each Borrowing and issuance (including a deemed issuance through renewal or extension) of a Letter of Credit hereunder shall be deemed to be a representation and warranty by the Borrower (and by the Company if it is not the Borrower) on the date of such Borrowing or issuance as to the facts specified in clauses 3.02(b), 3.02(c) and 3.02(d).

Borrowings and Issuances of Letters of Credit. The obligation of any Lender to make a Loan and the obligation of any an Issuing Lender to issue (or renew or renew, extend the term of or increase the stated amount of) any Letter of Credit are each is subject to the satisfaction of the following conditions; provided that if the related Borrowing is a Swingline Takeout Borrowing, only the conditions set forth in clauses 3.02(a), 3.02(b) and 3.02(e) must be satisfied: (a) receipt The Administrative Agent shall have received (or deemed receipt to have received pursuant to Section 2.16(b)(iii2.16(h) or 2.17(a)) by the Administrative Agent of a Notice of Borrowing as required by Section 2.02 or receipt by Section 2.03, or the applicable Issuing Lender of shall have received a Notice of Issuance as required by Section 2.162.16(e), as the case may be;. (b) in the case of a Borrowing or the issuance of a Letter of Credit, the fact that, immediately Immediately after such Borrowing or issuance (or renewal, extension or increase) of such Letter of Credit (i) Credit, the Total Outstanding Amount will not exceed the Total Commitments and (ii) the aggregate amount of Letter of Credit Liabilities will not exceed the Letter of Credit Sublimit;Commitments. (c) the fact that, immediately Immediately before and after such Borrowing or issuance (or renewal, extension or increase) of such Letter of Credit, no Default shall have occurred and be continuing; and. (d) the fact that, except as otherwise described by the Borrower in a writing to the Administrative Agent and waived by the Required Lenders, the The representations and warranties of the Borrower Borrowers contained in this Agreement (except, in the case of any Borrowing or issuance subsequent to the Effective Date, except the representations and warranties set forth in Sections 4.04(c4.04(d), 4.05, 4.06, 4.08, 4.13 4.05 and 4.144.07) shall be true in all material respects (except that any such representation or warranty qualified as to materiality or by “Material Adverse Effect” shall be true in all respects) on and as of the date of such Borrowing or issuanceissuance (or renewal, extension or increase), except to the extent (i) they expressly relate that any such representations or warranties refer specifically to an earlier date, in which case they shall be true in all material respects as of such earlier date or date. (iie) any representation or warranty is qualified by or subject to a “material adverse effect”, “material adverse change” or similar term or qualification, in which case the same The Effective Date shall be true and correct in all respectshave occurred. Each Borrowing and issuance (including a deemed issuance through renewal or extension) of a Letter of Credit hereunder shall be deemed to be a representation and warranty by the applicable Borrower (and by the Company if it is not the Borrower) on the date of such Borrowing or issuance as to the facts specified in clauses Sections 3.02(c) and 3.02(d) (unless such Borrowing is a Swingline Takeout Borrowing).

Borrowings and Issuances of Letters of Credit. The obligation of any Lender to make a Loan and on the occasion of any Borrowing, the obligation of any the Issuing Lender to issue (or renew or extend the term of) any Letter of Credit and the obligation of the Swing Line Lender to make any Swing Line Loan are each subject to the satisfaction of the following conditions: (a) receipt (or deemed receipt pursuant to Section 2.16(b)(iii)) by the Administrative Agent of a Notice of Borrowing as required by Section 2.02 or 2.03, or receipt by the applicable Issuing Lender of a Notice of Issuance as required by Section 2.162.21(b), as the case may be; (b) in the case of a immediately after such Borrowing or the issuance of a Letter of Credit, the fact that, immediately after such Borrowing or issuance sum of such Letter the aggregate outstanding principal amount of Credit (i) the Total Outstanding Amount will not exceed the Total Commitments Loans and (ii) Swing Line Loans and the aggregate amount of Letter of Credit Liabilities will not exceed the Letter aggregate amount of Credit Sublimitthe Commitments; (c) the fact that, immediately before and after such Borrowing or issuance of such a Letter of Credit, no Default or Event of Default shall have occurred and be continuing; and; (d) the fact that, except as otherwise described by the Borrower in a writing to the Administrative Agent and waived by the Required Lenders, the representations and warranties of the Borrower contained in this Agreement (except, in the case of any Borrowing or issuance subsequent to the Effective Date, except the representations and warranties set forth in Sections 4.04(c), Section 4.04(b) and Section 4.05, 4.06, 4.08, 4.13 and 4.14in each case as to any matter which has theretofore been disclosed in writing by the Borrower to the Lenders) shall be true in all material respects on and as of the date of such Borrowing or issuance, except to the extent (i) they expressly relate to an earlier date, in which case they shall be true in all material respects as issuance of such earlier date or Letter of Credit; and (iie) any representation or warranty is qualified by or subject to in the case of an issuance of a “material adverse effect”Letter of Credit, “material adverse change” or similar term or qualificationimmediately after such issuance of a Letter of Credit, in which case the same aggregate amount of the Letter of Credit Liabilities shall be true and correct in all respectsnot exceed the Letter of Credit Commitment. Each Borrowing and issuance (including a deemed issuance through renewal or extension) of a Letter of Credit hereunder shall be deemed to be a representation and warranty by the Borrower on the date of such Borrowing or issuance as to the facts specified in clauses 3.02(c(b), (c) and 3.02(d)(d) of this Section.

Borrowings and Issuances of Letters of Credit. The obligation of any Lender Bank to make a Loan on the occasion of any Borrowing and the obligation of any Issuing Lender Bank to issue (including any renewal or renew or extend the term extension of) any Letter of Credit are each is subject to the satisfaction of the following conditions: (a) receipt (or deemed receipt pursuant to Section 2.16(b)(iii)) by the Administrative Agent of (i) a Notice of Borrowing as required by Section 2.02 or receipt by the applicable Issuing Lender of 2.03 or (ii) a Notice of Issuance as required by Section 2.162.17(c), as the case may be; (b) in the case of a Borrowing or the issuance of a Letter of Credit, the fact that, immediately after such Borrowing or issuance of such Letter of Credit (i) issuance, the Total Outstanding Amount will not exceed the Total Commitments Commitment and (ii) the aggregate amount of the Letter of Credit Liabilities will shall not exceed the Letter of Credit Sublimit$200,000,000; (c) the fact that, immediately before prior to and after such Borrowing or issuance of such Letter of Creditissuance, no Default shall have occurred and be continuing; and; (d) the fact that, except as otherwise described by the Borrower in a writing to the Administrative Agent and waived by the Required Lenders, that the representations and warranties of the Borrower contained in this Agreement (except, in the case of any Borrowing or issuance subsequent to the Effective Date, other than the representations and warranties set forth contained in Sections 4.04(c), Section 4.04(b) and Section 4.05, 4.06, 4.08, 4.13 and 4.14) shall be true in all material respects on and as of the date of such Borrowing or issuance; and (e) in the case of any Borrowing subsequent to April 30, except 2011, or in the case of any issuance of any Letter of Credit with an expiry date subsequent to April 30, 2011, receipt by the extent (i) they expressly relate Administrative Agent of evidence satisfactory to an earlier date, it that the Borrower has obtained a renewal of its authority from the Idaho Public Utilities Commission as described in which case they shall be true in all material respects as of such earlier date or (ii) any representation or warranty is qualified by or subject to a “material adverse effect”, “material adverse change” or similar term or qualification, in which case the same shall be true and correct in all respectsExhibit E hereto. Each Borrowing and or issuance (including a deemed issuance through renewal or extension) of a any Letter of Credit hereunder shall be deemed to be a representation and warranty by the Borrower on the date of such Borrowing or issuance as to the facts specified in clauses 3.02(c(b), (c), (d) and 3.02(d)(e) of this Section.

Borrowings and Issuances of Letters of Credit. The obligation of any Lender to make a Loan on the occasion of any Borrowing (other than the obligation of any Lender to make a Refunding Swing Loan), and the obligation of any Issuing Lender an L/C Issuer to issue (which shall include, for purposes of this Section, any renewal or renew or extend extension of the term of) any Letter of Credit are each subject to the satisfaction of the following conditions: (a) receipt (or deemed receipt pursuant to Section 2.16(b)(iii)) by the Administrative Agent of a Notice of Borrowing as required by Section 2.02 2.01 or receipt by the applicable Issuing Lender an L/C Issuer of a Notice of Issuance as required by Section 2.16, as the case may be2.14(b); (b) solely in the case of a Revolving Borrowing, a Swing Borrowing or the issuance of a Letter of Credit, Credit the fact that, immediately after such Borrowing or the issuance of such Letter of Credit (i) Credit, as the Total Outstanding Amount case may be, the aggregate Revolving Exposure will not exceed the Total Commitments and (ii) the aggregate amount of Letter of Credit Liabilities will not exceed the Letter of Credit SublimitAvailable Revolving Commitments; (c) the fact that, immediately before and after such Borrowing or issuance of such a Letter of Credit, as the case may be, no Default shall have occurred and be continuing; and; (d) the fact that, except as otherwise described by the Borrower in a writing to the Administrative Agent and waived by the Required Lenders, that the representations and warranties of the Borrower Obligors contained in this Agreement (except, in the case of any Borrowing or issuance subsequent to the Effective Date, the representations and warranties set forth in Sections 4.04(c), 4.05, 4.06, 4.08, 4.13 and 4.14) Loan Documents shall be true in all material respects on and as of the date of such Borrowing or issuanceBorrowing; and (e) in the case of the borrowing on the Effective Date, except to the extent Agent and the Lead Arrangers shall receive payment in full of all fees, expenses and other amounts due and payable hereunder (including (i) they expressly relate interest and fees payable pursuant to an earlier date, in which case they shall be true in all material respects as of such earlier date or Section 3.02(c) and (ii) fees and expenses payable pursuant to Section 10.03) or pursuant to any representation letter agreement between the Borrower and the Agent or warranty is qualified the Lead Arrangers relating to the transactions contemplated by or subject to a “material adverse effect”, “material adverse change” or similar term or qualification, in which case the same shall be true and correct in all respectsLoan Documents. Each Borrowing and issuance (including a deemed issuance through renewal or extension) of a Letter of Credit hereunder shall be deemed to be a representation and warranty by the Borrower on the date of such Borrowing or issuance of a Letter of Credit, as the case may be, as to the facts specified in clauses 3.02(c(b), (c) and 3.02(d)(d) of this Section.

Borrowings and Issuances of Letters of Credit. The obligation of any Lender to make a Loan and the obligation of any the Issuing Lender to issue (or renew or extend the term of) any Letter of Credit are each is subject to the satisfaction of the following conditions; provided that if the related Borrowing is a Swingline Takeout Borrowing, only the conditions set forth in clauses 3.02(a) and 3.02(b) must be satisfied: (a) receipt (or deemed receipt pursuant to Section 2.16(b)(iii2.16(d) or 2.18(a)) by the Administrative Agent of a Notice of Borrowing as required by Section 2.02 or Section 2.03 or receipt by the applicable Issuing Lender of a Notice of Issuance as required by Section 2.16, as the case may be; (b) in the case of a Borrowing or the issuance of a Letter of Credit, the fact that, immediately after such Borrowing or issuance of such Letter of Credit (i) the Total Outstanding Amount will not exceed the Total Commitments and aggregate amount of the Commitments, (ii) the aggregate outstanding principal amount of Swingline Loans will not exceed $50,000,000, and (iii) the aggregate Dollar Amount of Letter of Credit Liabilities will not exceed the Letter of Credit Sublimit$200,000,000; (c) the fact that, immediately before and after such Borrowing or issuance of such Letter of Credit, no Default shall have occurred and be continuing; and (d) the fact that, except as otherwise described by the Borrower in a writing to the Administrative Agent and waived by the Required Lenders, that the representations and warranties of the Borrower contained in this Agreement (except, in the case of any Borrowing or issuance subsequent to the Effective Date, except the representations and warranties set forth in Sections 4.04(c), 4.05, 4.06, 4.08, 4.13 4.05 and 4.144.07) shall be true in all material respects on and as of the date of such Borrowing or issuance, except to the extent (i) they expressly relate that any such representations or warranties refer specifically to an earlier date, in which case they shall be true in all material respects as of such earlier date or (ii) any representation or warranty is qualified by or subject to a “material adverse effect”, “material adverse change” or similar term or qualification, in which case the same shall be true and correct in all respectsdate. Each Borrowing and issuance (including a deemed issuance through renewal or extension) of a Letter of Credit hereunder shall be deemed to be a representation and warranty by the Borrower (and by the Company if it is not the Borrower) on the date of such Borrowing or issuance as to the facts specified in clauses 3.02(c) and 3.02(d) (unless such Borrowing is a Swingline Takeout Borrowing).

Borrowings and Issuances of Letters of Credit. The obligation of any Lender to make a Loan on the occasion of any Borrowing and the obligation of any the Issuing Lender to issue (issue, renew, extend or renew or extend the term of) increase any Letter of Credit are each is subject to the satisfaction of the following conditions: (a) receipt (or deemed receipt pursuant to Section 2.16(b)(iii)) by the Administrative Agent of a Notice of Borrowing as required by Section 2.02 or receipt by the applicable Issuing Lender of a Notice of Issuance as required by Section 2.162.19(c), as the case may be; (b) in the case of a Borrowing or the issuance of a Letter of Credit, the fact that, immediately after such Borrowing or issuance issuance, renewal, extension or increase of such Letter of Credit (i) the Total Outstanding Amount will not exceed the Total aggregate amount of the Commitments and (ii) the aggregate amount Dollar Amount of all Letter of Credit Liabilities will not exceed the Letter of Credit any applicable LC Sublimit; (c) the fact that, immediately before and after such Borrowing or issuance of such Letter of Credit, no Default shall have occurred and be continuing; and (d) the fact that, except as otherwise described by the Borrower in a writing to the Administrative Agent and waived by the Required Lenders, that the representations and warranties of the Company and, if other than the Company, the Borrower contained in this Agreement (except, in the case of any Borrowing or issuance subsequent to the Effective Date, except the representations and warranties set forth in Sections 4.04(c), ) and 4.05, 4.06, 4.08, 4.13 and 4.14) shall be true in all material respects on and as of the date of such Borrowing or issuance, renewal, extension or increase, as applicable, except to the extent (i) they any such representation and warranty expressly relate relates to an earlier date, date in which case they such representation and warranty shall be true and correct in all material respects as of such earlier date or (ii) any representation or warranty is qualified by or subject to a “material adverse effect”, “material adverse change” or similar term or qualification, in which case the same shall be true and correct in all respectsdate. Each Borrowing and issuance (including a deemed issuance through renewal or extension) of a Letter of Credit hereunder shall be deemed to be a representation and warranty by the Borrower (and by the Company if it is not the Borrower) on the date of such Borrowing or issuance as to the facts specified in clauses 3.02(b), 3.02(c) and 3.02(d).

Borrowings and Issuances of Letters of Credit. The obligation of any Lender to make a Loan on the occasion of any Borrowing, and the obligation of any Issuing Lender the Issuer to issue (or renew or extend the term expiry date of) any Letter of Credit are each Credit, is subject to the satisfaction of the following conditions: (a) the fact that the Closing Date shall have occurred on or before April 1, 1999; (b) receipt (or deemed receipt pursuant to Section 2.16(b)(iii)) by the Administrative Agent of a Notice of Borrowing as required by Section 2.02 2.02, or receipt by the applicable Issuing Lender Issuer of a Notice notice of Issuance proposed issuance or extension as required by Section 2.162.14(b) or 2.14(f), as the case may be; (bc) in the case of a any Borrowing or during the issuance of a Letter of CreditPrimary Syndication Period, the fact thatthat the Borrower shall have cooperated with syndication efforts, immediately after including, without limitation, by promptly providing the Agent, its affiliates and the Lenders with all information deemed necessary to complete successfully such Borrowing or issuance of such Letter of Credit (i) the Total Outstanding Amount will not exceed the Total Commitments and (ii) the aggregate amount of Letter of Credit Liabilities will not exceed the Letter of Credit Sublimitsyndication; (cd) the fact that, immediately before and after such Borrowing or issuance or extension of such a Letter of Credit, no Default shall have occurred and be continuing; and; (de) the fact that, except as otherwise described by the Borrower in a writing to the Administrative Agent and waived by the Required Lenders, that the representations and warranties of the Borrower Obligors contained in this Agreement (except, in the case of any Borrowing or issuance subsequent to the Effective Date, the representations and warranties set forth in Sections 4.04(c), 4.05, 4.06, 4.08, 4.13 and 4.14) Loan Documents shall be true in all material respects on and as of the date of such Borrowing or issuanceissuance or extension of a Letter of Credit; 37 (f) receipt by the Agent of an executed Blocked Account Agreement from each Blocked Account Bank, except which Blocked Account Agreement shall be in form and substance satisfactory to the extent Agent; provided, however, that until the earlier of (i) they expressly relate to an earlier date, in which case they shall be true in all material respects as of such earlier date or the initial request by the Borrower for a Loan and (ii) the date specified in Section 5.30(a), so long as any representation Letters of Credit outstanding or warranty is qualified to be issued are or will be fully secured by cash collateral on deposit in the General Collateral Account, executed Blocked Account Agreements need not be received by the Agent prior to the issuance or subject extension of a Letter of Credit. (g) receipt by the Agent on or prior to a “material adverse effect”, “material adverse change” the date most recently occurring prior to such Borrowing or similar term issuance or qualification, in which case the same shall be true and correct in all respects. Each Borrowing and issuance (including a deemed issuance through renewal or extension) extension of a Letter of Credit hereunder shall be deemed on which a Borrowing Base Certificate is required to be delivered pursuant to Section 5.01(g)(i) or a representation Borrowing Base Management Report is required to be delivered pursuant to Section 5.01(g)(ii) of (i) a Borrowing Base Certificate as of the last day of the calendar month most recently ended prior to such date and warranty (ii) a Borrowing Base Management Report as of Wednesday of the calendar week most recently ended prior to such date; provided, however, that so long as there are no Loans outstanding and any Letters of Credit outstanding or to be issued are or will be fully secured by cash collateral on deposit in the General Collateral Account, the Borrower on the date of such will not be obligated to deliver a Borrowing or issuance as Base Management Report prior to the facts specified in clauses 3.02(c) and 3.02(d)issuance or extension of a Letter of Credit.

Borrowings and Issuances of Letters of Credit. The obligation of any Lender to make a Loan and the obligation of any the Issuing Lender to issue (or renew or extend the term of) any Letter of Credit are each subject to the satisfaction of the following conditions: (a) receipt (or deemed receipt pursuant to Section 2.16(b)(iii2.16(d)(ii)) by the Administrative Agent of a Notice of Borrowing as required by Section 2.02 or receipt by the applicable Issuing Lender of a Notice of Issuance as required by Section 2.16, as the case may be; (b) in the case of a Revolving Borrowing, Competitive Bid Borrowing or the issuance of a Letter of Credit, the fact that, immediately after such Borrowing or issuance of such Letter of Credit (i) the Total Outstanding Revolving Amount will not exceed the Total Commitments Revolving Commitments, and (ii) the aggregate amount of Letter of Credit Liabilities will not exceed the Letter of Credit Sublimit$50,000,000; (c) the fact that, immediately before and after such Borrowing or issuance of such Letter of Credit, no Default shall have occurred and be continuing; and (d) the fact that, except as otherwise described by the Borrower in a writing to the Administrative Agent and waived by the Required Lenders, the representations and warranties of the Borrower contained in this Agreement (except, in the case of any Borrowing or issuance subsequent to the Effective Date, the representations and warranties set forth in Sections 4.04(c), 4.05, 4.06, 4.08, 4.13 and 4.14) shall be true in all material respects on and as of the date of such Borrowing or issuance, except to the extent (i) they expressly relate to an earlier date, date in which case they shall be true in all material respects as of such earlier date or (ii) any representation or warranty is qualified by or subject to a “material adverse effect”, “material adverse change” or similar term or qualification, in which case the same shall be true and correct in all respectsdate. Each Borrowing and issuance (including a deemed issuance through renewal or extension) of a Letter of Credit hereunder shall be deemed to be a representation and warranty by the Borrower on the date of such Borrowing or issuance as to the facts specified in clauses 3.02(c) and 3.02(d).

Borrowings and Issuances of Letters of Credit. The obligation of any Lender to make a Loan and on the obligation occasion of any Borrowing other than a Refunding Swing Loan, and of an Issuing Lender to issue (which shall be deemed to include any renewal or renew or extend extension of the term of) any a Letter of Credit are each on the occasion of a request therefor (including, without limitation, any of the foregoing to occur on the Amendment Effective Date) is subject to the satisfaction of the following conditions: (a) the fact that the Amendment Effective Date shall have occurred on or prior to April 30, 1997; (b) receipt (or deemed receipt pursuant to Section 2.16(b)(iii)) by the Administrative Agent of a Notice of Borrowing as required by Section 2.02 or receipt by the applicable Issuing Lender of a Notice of Issuance as required by Section 2.16, as the case may be2.15(b); (bc) in receipt by the case Administrative Agent of a the most recent Borrowing or the issuance of a Letter of Credit, Base Certificate required to be delivered pursuant to Section 5.01(i) hereof; (d) the fact that, immediately after such Borrowing or issuance of such a Letter of Credit (i) Credit, the Total Outstanding Amount will not exceed sum of the Total Commitments aggregate outstanding principal amount of the Revolving Loans and (ii) Swing Loans and the aggregate amount of Letter of Credit Liabilities will not exceed the Letter of aggregate Revolving Credit SublimitAvailable Amounts; (ce) the fact that, immediately before and after such Borrowing or issuance of such a Letter of Credit, no Default shall have occurred and be continuing; and (df) the fact that, except as otherwise described by the Borrower in a writing to the Administrative Agent and waived by the Required Lenders, that the representations and warranties of the Borrower Obligors contained in this Agreement (except, in the case of any Borrowing or issuance subsequent to the Effective Date, the representations and warranties set forth in Sections 4.04(c), 4.05, 4.06, 4.08, 4.13 and 4.14) shall be true in all material respects on and as of the date of such Borrowing or issuance, except to the extent (i) they expressly relate to an earlier date, in which case they shall be true in all material respects as of such earlier date or (ii) any representation or warranty is qualified by or subject to a “material adverse effect”, “material adverse change” or similar term or qualification, in which case the same shall be true and correct in all respectstrue. Each Borrowing and issuance (including a deemed issuance through renewal or extension) of a Letter of Credit hereunder shall be deemed to be a representation and warranty by the Borrower on the date of such Borrowing or issuance as to the facts specified in clauses 3.02(c(d), (e) and 3.02(d)(f) of this Section.

Borrowings and Issuances of Letters of Credit. The obligation of any Lender to make a Loan and the obligation of any the Issuing Lender to issue (or renew or renew, extend the term of or increase the stated amount of) any Letter of Credit are each is subject to the satisfaction of the following conditions; provided that if the related Borrowing is a Swingline Takeout Borrowing, only the conditions set forth in clauses 3.03(a) and 3.03(b) must be satisfied: (a) receipt (or deemed receipt pursuant to Section 2.16(b)(iii2.16(h) or 2.18(a)) by the Administrative Agent of a Notice of Borrowing as required by Section 2.02 or Section 2.03 or receipt by the applicable Issuing Lender of a Notice of Issuance as required by Section 2.162.16(e), as the case may be; (b) in the case of a Borrowing or the issuance of a Letter of Credit, the fact that, immediately after such Borrowing or issuance (or renewal, extension or increase) of such Letter of Credit (i) the Total Outstanding Amount will not exceed the Total Commitments and aggregate amount of the Commitments, (ii) the aggregate outstanding principal amount of Swingline Loans will not exceed $75,000,000, and (iii) the aggregate Dollar Amount of Letter of Credit Liabilities will not exceed the Letter of Credit Sublimit$400,000,000; (c) the fact that, immediately before and after such Borrowing or issuance (or renewal, extension or increase) of such Letter of Credit, no Default shall have occurred and be continuing; and (d) the fact that, except as otherwise described by the Borrower in a writing to the Administrative Agent and waived by the Required Lenders, that the representations and warranties of the Borrower contained in this Agreement (except, in the case of any Borrowing or issuance subsequent to the Effective Date, except the representations and warranties set forth in Sections 4.04(c), 4.05, 4.06, 4.08, 4.13 4.05 and 4.144.07) shall be true in all material respects (except that any such representation or warranty qualified as to materiality or by “Material Adverse Effect” shall be true in all respects) on and as of the date of such Borrowing or issuanceissuance (or renewal, extension or increase), except to the extent (i) they expressly relate that any such representations or warranties refer specifically to an earlier date, in which case they shall be true in all material respects as of such earlier date or (ii) any representation or warranty is qualified by or subject to a “material adverse effect”, “material adverse change” or similar term or qualification, in which case the same shall be true and correct in all respectsdate. Each Borrowing and issuance (including a deemed issuance through renewal or extension) of a Letter of Credit hereunder shall be deemed to be a representation and warranty by the Borrower (and by the Company if it is not the Borrower) on the date of such Borrowing or issuance as to the facts specified in clauses 3.02(c3.03(c) and 3.02(d3.03(d) (unless such Borrowing is a Swingline Takeout Borrowing).

Borrowings and Issuances of Letters of Credit. The obligation of any Lender Bank to make a Loan on the occasion of any Borrowing, and the obligation of any an Issuing Lender Bank to issue (or renew or extend the term of) any Letter of Credit are each Credit, is subject to the satisfaction of the following conditions: (a) receipt (or deemed receipt pursuant to Section 2.16(b)(iii)) by the Administrative Agent of a (i) Notice of Borrowing as required by Section 2.02 or receipt by 2.03, as the applicable Issuing Lender of case may be or (ii) a Notice of Issuance as required by Section 2.16, as the case may be2.17(b); (b) in the case of a Borrowing or the issuance of a Letter of Credit, the fact that, immediately after such Borrowing or issuance of such Letter of Credit (or renewal or extension), (i) the Total Outstanding Amount will not exceed the Total Commitments and aggregate amount of the Commitments, (ii) the aggregate outstanding principal amount of the Loans made to each Borrower plus the aggregate amount of Letter of Credit Liabilities owing by such Borrower will not exceed such Borrower’s Maximum Availability and (iii) (A) the aggregate amount of the Letter of Credit SublimitLiabilities owing by O&R shall not exceed $50,000,000, (B) the aggregate amount of the Letter of Credit Liabilities owing by Holdings shall not exceed $100,000,000 and (C) the aggregate amount of the Letter of Credit Liabilities owing by Con Ed shall not exceed $120,000,000; (c) the fact that, immediately before and after such Borrowing or issuance of such Letter of Credit(or renewal or extension), no Default with respect to the Borrower shall have occurred and be continuing; and (d) the fact that, except as otherwise described by the Borrower in a writing to the Administrative Agent and waived by the Required Lenders, that the representations and warranties of the Borrower contained in this Agreement (except, in the case of any Borrowing or issuance subsequent to the Effective Closing Date, the representations and warranties set forth those contained in Sections Section 4.04(c), 4.05, 4.06, 4.08, 4.13 and 4.14) shall be true in all material respects on and as of the date of such Borrowing or issuance, except to the extent issuance (i) they expressly relate to an earlier date, in which case they shall be true in all material respects as of such earlier date or (ii) any representation renewal or warranty is qualified by or subject to a “material adverse effect”, “material adverse change” or similar term or qualification, in which case the same shall be true and correct in all respectsextension). Each Borrowing and or issuance (including a deemed issuance through renewal or extension) of a any Letter of Credit hereunder shall be deemed to be a representation and warranty by the Borrower on the date of such Borrowing or issuance as to the facts specified in the foregoing clauses 3.02(b), 3.02(c) and 3.02(d).

Borrowings and Issuances of Letters of Credit. The obligation of any Lender to make a Loan on the occasion of any Borrowing, and the obligation of any an Issuing Lender to issue (or renew or extend the term of) any Letter of Credit are each Credit, is subject to the satisfaction of the following conditions: (a) receipt (or deemed receipt pursuant to Section 2.16(b)(iii)) by the Administrative Agent of a (i) Notice of Borrowing as required by Section 2.02 or receipt by the applicable Issuing Lender of (ii) a Notice of Issuance as required by Section 2.16, as the case may be2.18(b); (b) in the case of a Borrowing or the issuance of a Letter of Credit, the fact that, immediately after such Borrowing or issuance of such Letter of Credit (or renewal or extension), (i) the Total Outstanding Amount will not exceed the Total Commitments aggregate amount of the Commitments, and (ii) the aggregate outstanding principal amount of the Loans made to each Borrower plus the aggregate amount of Letter of Credit Liabilities for the account of such Borrower will not exceed the Letter of Credit Sublimitsuch Borrower’s Maximum Availability; (c) the fact that, immediately before and after such Borrowing or issuance of such Letter of Credit(or renewal or extension), no Default with respect to the Borrower shall have occurred and be continuing; and; (d) the fact that, except as otherwise described by the Borrower in a writing to the Administrative Agent and waived by the Required Lenders, that the representations and warranties of the Borrower contained in this Agreement (except, in the case of any such Borrowing or issuance subsequent to the Effective Date, the representations and warranties set forth those contained in Sections 4.04(c), 4.05, 4.06, 4.08, 4.13 4.05(a) and 4.144.11) shall be true in all material respects (or, with respect to any representation or warranty qualified by reference to materiality or Material Adverse Effect, in all respects) on and as of the date of such Borrowing or issuanceissuance (or renewal or extension); and (e) the fact that immediately after any such Borrowing by ConEd or O&R, except the aggregate outstanding principal amount of the Loans made to ConEd or O&R, as the extent (i) they expressly relate to an earlier datecase may be, in under this Agreement, which case they shall be true in all material respects aggregated with any other financing covered by the same authorization, will not exceed the applicable amounts authorized, as of such earlier date date, by the PSC or (ii) any representation or warranty is qualified the FERC to be borrowed by or subject to a “material adverse effect”, “material adverse change” or similar term or qualification, in which case the same shall be true and correct in all respectssuch Borrower. Each Borrowing and or issuance (including a deemed issuance through renewal or extension) of a any Letter of Credit hereunder shall be deemed to be a representation and warranty by the Borrower on the date of such Borrowing or issuance as to the facts specified in the foregoing clauses 3.02(b), 3.02(c), 3.02(d) and 3.02(d3.02(e).

Borrowings and Issuances of Letters of Credit. The obligation of any Lender to make a Loan and the obligation of any the Issuing Lender to issue (or renew or extend the term of) any Letter of Credit are each is subject to the satisfaction of the following conditions:; (a) receipt (or deemed receipt pursuant to Section 2.16(b)(iii)2.16(d) by the Administrative Agent of a Notice of Borrowing as required by Section 2.02 or receipt by the applicable Issuing Lender of a Notice of Issuance as required by Section 2.16, as the case may be; (b) in the case facts that (i) immediately after any such Borrowing of a Borrowing Old Loans or the issuance of a Letter of Credit, the fact that, immediately after such Borrowing or issuance of such Letter of Credit (ix) the Total Outstanding Old Amount will not exceed the Total Commitments Old Commitments, and (iiy) the aggregate amount of Letter of Credit Liabilities will not exceed $50,000,000 and (ii) immediately after any such Borrowing of New Loans, the Letter aggregate outstanding principal amount of Credit Sublimitthe New Loans will not exceed the aggregate amount of the New Commitments; (c) the fact that, immediately before and after such Borrowing or issuance of such Letter of Credit, no Default shall have occurred and be continuing; and (d) the fact that, except as otherwise described by the Borrower in a writing to the Administrative Agent and waived by the Required Lenders, the representations and warranties of the Borrower contained in this Agreement (except, in the case of any Borrowing or issuance subsequent to the Effective Closing Date, the representations and warranties set forth in Sections 4.04(c4.04(b), 4.05, 4.06, 4.08, 4.13 and 4.14) shall be true in all material respects on and as of the date of such Borrowing or issuance, except to the extent (i) they expressly relate to an earlier date, date in which case they shall be true in all material respects correct as of such earlier date or (ii) any representation or warranty is qualified by or subject to a “material adverse effect”, “material adverse change” or similar term or qualification, in which case the same shall be true and correct in all respectsdate. Each Borrowing and issuance (including a deemed issuance through renewal or extension) of a Letter of Credit hereunder shall be deemed to be a representation and warranty by the Borrower on the date of such Borrowing or issuance as to the facts specified in clauses 3.02(c) and 3.02(d).

Borrowings and Issuances of Letters of Credit. The obligation of any Lender Bank to make a Loan on the occasion of any Borrowing and the obligation of any an Issuing Lender Bank to issue (or renew or extend the term of) any Letter of Credit are each is subject to the satisfaction of the following conditions: (a) receipt (or deemed receipt pursuant to Section 2.16(b)(iii)) by the Administrative Agent of a Notice of Borrowing as required by Section 2.02 or 2.03, or receipt by the applicable Issuing Lender Bank of a Notice of Credit Issuance as required by Section 2.162.21(b), as the case may be; (b) in the case of a immediately after such Borrowing or the issuance of a Letter of Credit, the fact that, immediately after such Borrowing or issuance sum of such Letter the aggregate outstanding Dollar Amount of Credit (i) the Total Outstanding Amount will not exceed the Total Commitments Loans and (ii) the aggregate amount of Letter of Credit Liabilities will not exceed the Letter aggregate amount of Credit Sublimitthe Commitments; (c) the fact that, immediately before and after such Borrowing or issuance of such a Letter of Credit, no Default shall have occurred and be continuing; and; (d) the fact that, except as otherwise described by the Borrower in a writing to the Administrative Agent and waived by the Required Lenders, the representations and warranties of the Borrower contained in this Agreement (except, in except the case of any Borrowing or issuance subsequent to the Effective Date, the representations representation and warranties warranty set forth in Sections Section 4.04(c), ) and Section 4.05, 4.06, 4.08, 4.13 and 4.14in each case as to any matter which has theretofore been disclosed in writing by the Borrower to the Banks) shall be true in all material respects on and as of the date of such Borrowing or issuanceissuance of a Letter of Credit; (e) in the case of an Alternative Currency Borrowing, except there shall not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which would in the opinion of the Agents make it impracticable for such Borrowing to be denominated in the extent relevant Alternative Currency; and (if) they expressly relate to in the case of an earlier dateissuance of a Letter of Credit, in which case they immediately after such issuance of a Letter of Credit, the aggregate amount of the Letter of Credit Liabilities shall be true in all material respects as not exceed the Letter of such earlier date or (ii) any representation or warranty is qualified by or subject to a “material adverse effect”, “material adverse change” or similar term or qualification, in which case the same shall be true and correct in all respectsCredit Commitment. Each Borrowing and issuance (including a deemed issuance through renewal or extension) of a Letter of Credit hereunder shall be deemed to be a representation and warranty by the Borrower on the date of such Borrowing or issuance as to the facts specified continued accuracy of the matters described in clauses 3.02(c(c), (d) and 3.02(d)(e) of this Section as of the date of such Borrowing or issuance.

Borrowings and Issuances of Letters of Credit. The obligation of any Lender Bank to make a Loan on the occasion of any Borrowing, and the obligation of any an Issuing Lender Bank to issue (or renew or extend the term of) any Letter of Credit are each Credit, is subject to the satisfaction of the following conditions: (a) receipt (or deemed receipt pursuant to Section 2.16(b)(iii)) by the Administrative Agent of a (i) Notice of Borrowing as required by Section 2.02 or receipt by Section 2.03, as the applicable Issuing Lender of case may be or (ii) a Notice of Issuance as required by Section 2.16, as the case may be2.18(b); (b) in the case of a Borrowing or the issuance of a Letter of Credit, the fact that, immediately after such Borrowing or issuance of such Letter of Credit (or renewal or extension), (i) the Total Outstanding Amount will not exceed the Total Commitments aggregate amount of the Commitments, and (ii) the aggregate outstanding principal amount of the Loans made to each Borrower plus the aggregate amount of Letter of Credit Liabilities for the account of such Borrower will not exceed the Letter of Credit Sublimitsuch Borrower’s Maximum Availability; (c) the fact that, immediately before and after such Borrowing or issuance of such Letter of Credit(or renewal or extension), no Default with respect to the Borrower shall have occurred and be continuing; and; (d) the fact that, except as otherwise described by the Borrower in a writing to the Administrative Agent and waived by the Required Lenders, that the representations and warranties of the Borrower contained in this Agreement (except, in the case of any such Borrowing or issuance subsequent to the Effective Date, the representations and warranties set forth those contained in Sections 4.04(cSection 4.04(b), 4.05, 4.06, 4.08, 4.13 and 4.14) shall be true in all material respects on and as of the date of such Borrowing or issuanceissuance (or renewal or extension); and (e) the fact that immediately after any such Borrowing by ConEd or O&R, except the aggregate outstanding principal amount of the Loans made to ConEd or O&R, as the extent (i) they expressly relate to an earlier datecase may be, in under this Agreement, which case they shall be true in all material respects aggregated with any other financing covered by the same authorization, will not exceed the applicable amounts authorized, as of such earlier date date, by the PSC or (ii) any representation or warranty is qualified the FERC to be borrowed by or subject to a “material adverse effect”, “material adverse change” or similar term or qualification, in which case the same shall be true and correct in all respectssuch Borrower. Each Borrowing and or issuance (including a deemed issuance through renewal or extension) of a any Letter of Credit hereunder shall be deemed to be a representation and warranty by the Borrower on the date of such Borrowing or issuance as to the facts specified in the foregoing clauses 3.02(b), 3.02(c), 3.02(d) and 3.02(d3.02(e).

Borrowings and Issuances of Letters of Credit. The obligation of any Lender to make a Loan on the occasion of any Borrowing and the obligation of any the Issuing Lender to issue (or renew or extend the term of) any Letter of Credit are each is subject to the satisfaction of the following conditions; provided that if such Borrowing is a Swingline Takeout Borrowing, only the conditions set forth in Section 3.02(b) and Section 3.02(c) must be satisfied: (a) the fact that the Closing Date shall have occurred on or prior to June 10, 2005; (b) receipt (or deemed receipt pursuant to Section 2.16(b)(iii)receipt) by the Administrative Agent of a Notice of Borrowing as required by Section 2.02 or receipt by the applicable Issuing Lender of a Notice of Issuance as required by Section 2.162.15(b), as the case may be; (bc) in the case of a Borrowing or the issuance of a Letter of Credit, the fact that, immediately after such Borrowing or issuance of such Letter of Credit (i) the Total Outstanding sum of the aggregate Dollar Amount of Loans and Letter of Credit Liabilities will not exceed the Total Commitments and aggregate amount of the Commitments, (ii) the aggregate outstanding principal amount of Swingline Loans will not exceed $15,000,000, (iii) the aggregate Dollar Amount of Letter of Credit Liabilities will not exceed $30,000,000, and (iv) the aggregate Dollar Amount of Loans and Letter of Credit Liabilities in respect of which PLT is the Borrower will not exceed the PLT Sublimit; (cd) the fact that, immediately before and after such Borrowing or issuance of such Letter of Credit, no Default shall have occurred and be continuing; and; (de) the fact that, except as otherwise described by the Borrower in a writing to the Administrative Agent and waived by the Required Lenders, that the representations and warranties of the Company (and if the Borrower is PLT, of PLT) contained in this Agreement (except, in the case of any Borrowing or issuance subsequent to the Effective Date, the representations and warranties set forth in Sections 4.04(c), 4.05, 4.06, 4.08, 4.13 and 4.14) shall be true in all material respects on and as of the date of such Borrowing or issuance, except to issuance of such Letter of Credit; and (f) the extent (i) they expressly relate to an earlier datefact that, in the case of any Euro-Currency Borrowing in a currency other than Dollars, Euros, Sterling, Yen or Swiss Francs, no Lender shall have notified the Administrative Agent (which case they shall be true in all material respects as promptly notify the Borrower and the other Lenders) within two Euro-Currency Business Days of such earlier date or (ii) any representation or warranty is qualified by or subject Lender’s receipt of the Notice of Borrowing for such Euro-Currency Borrowing that deposits in the relevant currency are not available to a “material adverse effect”, “material adverse change” or similar term or qualification, such Lender in which case the same shall be true and correct in all respectsLondon interbank market for the relevant Interest Period. Each Borrowing and issuance (including a deemed issuance through renewal or extension) of a Letter of Credit hereunder shall be deemed to be a representation and warranty by the Borrower on the date of such Borrowing or issuance of such Letter of Credit as to the facts specified in clauses Section 3.02(c), Section 3.02(d) and 3.02(dSection 3.02(e) (unless such Borrowing is a Swingline Takeout Borrowing, in which case the Borrower shall be deemed to represent and warrant as to the facts specified in Section 3.02(c)).

Borrowings and Issuances of Letters of Credit. The obligation of any Lender to make a Loan on the occasion of any Borrowing and the obligation of any the Issuing Lender to issue (or renew or extend the term ofof ) any Letter of Credit are each is subject to the satisfaction of the following conditions: (a) receipt (or deemed receipt pursuant to Section 2.16(b)(iii)) by the Administrative Agent of a Notice of Borrowing as required by Section 2.02 or Section 2.03, or receipt by the applicable Issuing Lender of a Notice of Issuance as required by Section 2.162.19, as the case may be; (b) in the case of a Borrowing or the issuance of a Letter of Credit, the fact that, immediately after such Borrowing or issuance of such Letter of Credit (i) the Total Outstanding Amount will not exceed the Total Commitments and aggregate amount of the Commitments, (ii) the aggregate amount of Letter of Credit Liabilities will not exceed the Letter of Credit Sublimit, and (iii) the sum of the aggregate Dollar Amount of the aggregate principal amount of all outstanding Committed Alternative Currency Loans plus the aggregate Dollar Amount of the aggregate Letter of Credit Liabilities for Letters of Credit in an Alternative Currency shall not exceed the Alternative Currency Sublimit; (c) the fact that, immediately before and after such Borrowing or issuance of such Letter of Credit, no Default shall have occurred and be continuing; and; (d) the fact that, except as otherwise described by the Borrower in a writing to the Administrative Agent and waived by the Required Lenders, that the representations and warranties of the Borrower Company and the Company Guarantor (and, in the case of a Borrowing or an issuance of a Letter of Credit by an Eligible Subsidiary, of such Eligible Subsidiary) contained in this Agreement (except, in the case of any Borrowing or issuance subsequent to the Effective Date, other than the representations and warranties set forth in Sections 4.04(c), ) and 4.05, 4.06, 4.08, 4.13 and 4.14) shall be true in all material respects on and as of the date of such Borrowing or issuance, issuance of such Letter of Credit (except to the extent (i) they expressly such representations and warranties specifically relate to an earlier date, in which case they such representations and warranties shall be true have been true, correct and complete in all material respects on and as of such earlier date or (ii) date; provided, that if any such representation or warranty is qualified by or subject to a “material adverse effectmaterially”, “material adverse changeMaterial Adverse Effect” or a similar term or qualificationterm, in which case the same such representation and warranty (as so qualified) shall be true and correct in all respects); and (e) the closing shall have occurred in accordance with Section 3.01. Each Borrowing and issuance (including a deemed issuance through renewal or extension) of a Letter of Credit hereunder shall be deemed to be a representation and warranty by the Borrower Company and the Company Guarantor (and, in the case of a Borrowing or an issuance of a Letter of Credit by an Eligible Subsidiary, of such Eligible Subsidiary) on the date of such Borrowing or issuance as to the facts specified in clauses 3.02(c(b), (c) and 3.02(d)(d) of this Section.

Borrowings and Issuances of Letters of Credit. The obligation of any Lender to make a Loan and the obligation of any the Issuing Lender to issue (or renew or extend the term of) any Letter of Credit are each subject to the satisfaction of the following conditions:; (a) receipt (or deemed receipt pursuant to Section 2.16(b)(iii2.16(d)(ii)) by the Administrative Agent of a Notice of Borrowing as required by Section 2.02 or receipt by the applicable Issuing Lender of a Notice of Issuance as required by Section 2.16, as the case may be; (b) in the case of a Revolving Borrowing, Competitive Bid Borrowing or the issuance of a Letter of Credit, the fact that, immediately after such Borrowing or issuance of such Letter of Credit (i) the Total Outstanding Revolving Amount will not exceed the Total Commitments Revolving Commitments, and (ii) the aggregate amount of Letter of Credit Liabilities will not exceed the Letter of Credit Sublimit$50,000,000; (c) the fact that, immediately before and after such Borrowing or issuance of such Letter of Credit, no Default shall have occurred and be continuing; and (d) the fact that, except as otherwise described by the Borrower in a writing to the Administrative Agent and waived by the Required Lenders, the representations and warranties of the Borrower contained in this Agreement (except, in the case of any Borrowing or issuance subsequent to the Effective Date, the representations and warranties set forth in Sections 4.04(c4.04(b), 4.05, 4.06, 4.08, 4.13 and 4.14) shall be true in all material respects on and as of the date of such Borrowing or issuance, except to the extent (i) they expressly relate to an earlier date, date in which case they shall be true in all material respects as of such earlier date or (ii) any representation or warranty is qualified by or subject to a “material adverse effect”, “material adverse change” or similar term or qualification, in which case the same shall be true and correct in all respectsdate. Each Borrowing and issuance (including a deemed issuance through renewal or extension) of a Letter of Credit hereunder shall be deemed to be a representation and warranty by the Borrower on the date of such Borrowing or issuance as to the facts specified in clauses 3.02(c) and 3.02(d).

Borrowings and Issuances of Letters of Credit. The obligation of any Lender to make a Loan on the occasion of any Borrowing, and the obligation of any an Issuing Lender to issue (or renew or extend the term of) any Letter of Credit are each Credit, is subject to the satisfaction of the following conditions: (a) receipt (or deemed receipt pursuant to Section 2.16(b)(iii)) by the Administrative Agent of a (i) Notice of Borrowing as required by Section 2.02 or receipt by Section 2.03, as the applicable Issuing Lender of case may be or (ii) a Notice of Issuance as required by Section 2.16, as the case may be2.18(b); (b) in the case of a Borrowing or the issuance of a Letter of Credit, the fact that, immediately after such Borrowing or issuance of such Letter of Credit (or renewal or extension), (i) the Total Outstanding Amount will not exceed the Total Commitments aggregate amount of the Commitments, and (ii) the aggregate outstanding principal amount of the Loans made to each Borrower plus the aggregate amount of Letter of Credit Liabilities for the account of such Borrower will not exceed the Letter of Credit Sublimitsuch Borrower’s Maximum Availability; (c) the fact that, immediately before and after such Borrowing or issuance of such Letter of Credit(or renewal or extension), no Default with respect to the Borrower shall have occurred and be continuing; and; (d) the fact that, except as otherwise described by the Borrower in a writing to the Administrative Agent and waived by the Required Lenders, that the representations and warranties of the Borrower contained in this Agreement (except, in the case of any such Borrowing or issuance subsequent to the Effective Date, the representations and warranties set forth those contained in Sections 4.04(c), 4.05, 4.06, 4.08, 4.13 4.05(a) and 4.144.11) shall be true in all material respects on and as of the date of such Borrowing or issuanceissuance (or renewal or extension); and (e) the fact that immediately after any such Borrowing by ConEd or O&R, except the aggregate outstanding principal amount of the Loans made to ConEd or O&R, as the extent (i) they expressly relate to an earlier datecase may be, in under this Agreement, which case they shall be true in all material respects aggregated with any other financing covered by the same authorization, will not exceed the applicable amounts authorized, as of such earlier date date, by the PSC or (ii) any representation or warranty is qualified the FERC to be borrowed by or subject to a “material adverse effect”, “material adverse change” or similar term or qualification, in which case the same shall be true and correct in all respectssuch Borrower. Each Borrowing and or issuance (including a deemed issuance through renewal or extension) of a any Letter of Credit hereunder shall be deemed to be a representation and warranty by the Borrower on the date of such Borrowing or issuance as to the facts specified in the foregoing clauses 3.02(b), 3.02(c), 3.02(d) and 3.02(d3.02(e).

Borrowings and Issuances of Letters of Credit. The obligation of any Lender Bank to make a Loan on the occasion of any Borrowing, and the obligation of any an Issuing Lender Bank to issue (or renew or extend the term of) any Letter of Credit are each Credit, is subject to the satisfaction of the following conditions: (a) receipt (or deemed receipt pursuant to Section 2.16(b)(iii)) by the Administrative Agent of a (i) Notice of Borrowing as required by Section 2.02 or receipt by Section 2.03, as the applicable Issuing Lender of case may be or (ii) a Notice of Issuance as required by Section 2.16, as the case may be2.18(b); (b) in the case of a Borrowing or the issuance of a Letter of Credit, the fact that, immediately after such Borrowing or issuance of such Letter of Credit (or renewal or extension), (i) the Total Outstanding Amount will not exceed the Total Commitments aggregate amount of the Commitments, and (ii) the aggregate outstanding principal amount of the Loans made to each Borrower plus the aggregate amount of Letter of Credit Liabilities owing by such Borrower will not exceed the Letter of Credit Sublimitsuch Borrower’s Maximum Availability; (c) the fact that, immediately before and after such Borrowing or issuance of such Letter of Credit(or renewal or extension), no Default with respect to the Borrower shall have occurred and be continuing; and; (d) the fact that, except as otherwise described by the Borrower in a writing to the Administrative Agent and waived by the Required Lenders, that the representations and warranties of the Borrower contained in this Agreement (except, in the case of any such Borrowing or issuance subsequent to the Effective Date, the representations and warranties set forth those contained in Sections 4.04(cSection 4.04(b), 4.05, 4.06, 4.08, 4.13 and 4.14) shall be true in all material respects on and as of the date of such Borrowing or issuanceissuance (or renewal or extension); and (e) the fact that immediately after any such Borrowing by ConEd or O&R, except the aggregate outstanding principal amount of the Loans made to ConEd or O&R, as the extent (i) they expressly relate to an earlier datecase may be, in under this Agreement, which case they shall be true in all material respects aggregated with any other financing covered by the same authorization, will not exceed the applicable amounts authorized, as of such earlier date date, by the PSC or (ii) any representation or warranty is qualified by or subject to a “material adverse effect”, “material adverse change” or similar term or qualification, in which case the same shall be true and correct in all respectsFERC for such Borrower. Each Borrowing and or issuance (including a deemed issuance through renewal or extension) of a any Letter of Credit hereunder shall be deemed to be a representation and warranty by the Borrower on the date of such Borrowing or issuance as to the facts specified in the foregoing clauses 3.02(b), 3.02(c), 3.02(d) and 3.02(d3.02(e).

Borrowings and Issuances of Letters of Credit. The obligation of any Lender Bank to make a Loan on the occasion of any Borrowing, and the obligation of any an Issuing Lender Bank to issue (or renew or extend the term of) any Letter of Credit are each Credit, is subject to the satisfaction of the following conditions: (a) receipt (or deemed receipt pursuant to Section 2.16(b)(iii)) by the Administrative Agent of a (i) Notice of Borrowing as required by Section 2.02 or receipt by Section 2.03, as the applicable Issuing Lender of case may be or (ii) a Notice of Issuance as required by Section 2.16, as the case may be2.18(b); (b) in the case of a Borrowing or the issuance of a Letter of Credit, the fact that, immediately after such Borrowing or issuance of such Letter of Credit (or renewal or extension), (i) the Total Outstanding Amount will not exceed the Total Commitments aggregate amount of the Commitments, and (ii) the aggregate outstanding principal amount of the Loans made to each Borrower plus the aggregate amount of Letter of Credit Liabilities for the account of such Borrower will not exceed the Letter of Credit Sublimitsuch Borrower’s Maximum Availability; (c) the fact that, immediately before and after such Borrowing or issuance of such Letter of Credit(or renewal or extension), no Default with respect to the Borrower shall have occurred and be continuing; and; (d) the fact that, except as otherwise described by the Borrower in a writing to the Administrative Agent and waived by the Required Lenders, that the representations and warranties of the Borrower contained in this Agreement (except, in the case of any such Borrowing or issuance subsequent to the Effective Date, the representations and warranties set forth those contained in Sections Section 4.04(c), 4.05, 4.06, 4.08, 4.13 and 4.14) shall be true in all material respects on and as of the date of such Borrowing or issuanceissuance (or renewal or extension); and (e) the fact that immediately after any such Borrowing by ConEd or O&R, except the aggregate outstanding principal amount of the Loans made to ConEd or O&R, as the extent (i) they expressly relate to an earlier datecase may be, in under this Agreement, which case they shall be true in all material respects aggregated with any other financing covered by the same authorization, will not exceed the applicable amounts authorized, as of such earlier date date, by the PSC or (ii) any representation or warranty is qualified the FERC to be borrowed by or subject to a “material adverse effect”, “material adverse change” or similar term or qualification, in which case the same shall be true and correct in all respectssuch Borrower. Each Borrowing and or issuance (including a deemed issuance through renewal or extension) of a any Letter of Credit hereunder shall be deemed to be a representation and warranty by the Borrower on the date of such Borrowing or issuance as to the facts specified in the foregoing clauses 3.02(b), 3.02(c), 3.02(d) and 3.02(d3.02(e).

Borrowings and Issuances of Letters of Credit. The obligation of any Lender to make a Loan and on the occasion of any Borrowing, the obligation of any the Issuing Lender to issue (or renew or extend the term of) any Letter of Credit and the obligation of the Swing Line Lender to make any Swing Line Loan are each subject to the satisfaction of the following conditions: (a) receipt (or deemed receipt pursuant to Section 2.16(b)(iii)) by the Administrative Agent of a Notice of Borrowing as required by Section 2.02 2.02, or receipt by the applicable Issuing Lender of a Notice of Issuance as required by Section 2.162.21(b), as the case may be; (b) in the case of a immediately after such Borrowing or the issuance of a Letter of Credit, the fact that, immediately after such Borrowing or issuance sum of such Letter the aggregate outstanding principal amount of Credit (i) the Total Outstanding Amount will not exceed the Total Commitments Loans and (ii) Swing Line Loans and the aggregate amount of Letter of Credit Liabilities will not exceed the Letter aggregate amount of Credit Sublimitthe Commitments; (c) the fact that, immediately before and after such Borrowing or issuance of such a Letter of Credit, no Default or Event of Default shall have occurred and be continuing; and; (d) the fact that, except as otherwise described by the Borrower in a writing to the Administrative Agent and waived by the Required Lenders, the representations and warranties of the Borrower contained in this Agreement (except, in the case of any Borrowing or issuance subsequent to the Effective Date, except the representations and warranties set forth in Sections 4.04(c), Section 4.04(b) and Section 4.05, 4.06, 4.08, 4.13 and 4.14in each case as to any matter which has theretofore been disclosed in writing by the Borrower to the Lenders) shall be true in all material respects on and as of the date of such Borrowing or issuance, except to the extent (i) they expressly relate to an earlier date, in which case they shall be true in all material respects as issuance of such earlier date or Letter of Credit; and (iie) any representation or warranty is qualified by or subject to in the case of an issuance of a “material adverse effect”Letter of Credit, “material adverse change” or similar term or qualificationimmediately after such issuance of a Letter of Credit, in which case the same aggregate amount of the Letter of Credit Liabilities shall be true and correct in all respectsnot exceed the Letter of Credit Commitment. Each Borrowing and issuance (including a deemed issuance through renewal or extension) of a Letter of Credit hereunder shall be deemed to be a representation and warranty by the Borrower on the date of such Borrowing or issuance as to the facts specified in clauses 3.02(c(b), (c) and 3.02(d)(d) of this Section.

Borrowings and Issuances of Letters of Credit. The obligation of any Lender to make a Loan and on the occasion of any Borrowing, the obligation of any the Issuing Lender to issue (or renew or extend the term of) any Letter of Credit and the obligation of the Swing Line Lender to make any Swing Line Loan are each subject to the satisfaction of the following conditions: (a) receipt (or deemed receipt pursuant to Section 2.16(b)(iii)) by the Administrative Agent of a Notice of Borrowing as required by Section 2.02 2.02, or receipt by the applicable Issuing Lender of a Notice of Issuance as required by Section 2.162.20(b), as the case may be; (b) in the case of a immediately after such Borrowing or the issuance of a Letter of Credit, the fact that, immediately after such Borrowing or issuance sum of such Letter the aggregate outstanding principal amount of Credit (i) the Total Outstanding Amount will not exceed the Total Commitments Loans and (ii) Swing Line Loans and the aggregate amount of Letter of Credit Liabilities will not exceed the Letter aggregate amount of Credit Sublimitthe Commitments; (c) the fact that, immediately before and after such Borrowing or issuance of such a Letter of Credit, no Default or Event of Default shall have occurred and be continuing; and; (d) the fact that, except as otherwise described by the Borrower in a writing to the Administrative Agent and waived by the Required Lenders, the representations and warranties of the Borrower contained in this Agreement (except, in the case of any Borrowing or issuance subsequent to the Effective Date, except the representations and warranties set forth in Sections 4.04(c), Section 4.04(b) and Section 4.05, 4.06, 4.08, 4.13 and 4.14in each case as to any matter which has theretofore been disclosed in writing by the Borrower to the Lenders) shall be true in all material respects on and as of the date of such Borrowing or issuance, except to the extent (i) they expressly relate to an earlier date, in which case they shall be true in all material respects as issuance of such earlier date or Letter of Credit; and (iie) any representation or warranty is qualified by or subject to in the case of an issuance of a “material adverse effect”Letter of Credit, “material adverse change” or similar term or qualificationimmediately after such issuance of a Letter of Credit, in which case the same aggregate amount of the Letter of Credit Liabilities shall be true and correct in all respectsnot exceed the Letter of Credit Commitment. Each Borrowing and issuance (including a deemed issuance through renewal or extension) of a Letter of Credit hereunder shall be deemed to be a representation and warranty by the Borrower on the date of such Borrowing or issuance as to the facts specified in clauses 3.02(c(b), (c) and 3.02(d)(d) of this Section.

Borrowings and Issuances of Letters of Credit. The obligation of any Lender Bank to make a Loan on the occasion of any Borrowing and the obligation of any an Issuing Lender Bank to issue (or renew or extend the term of) any Letter of Credit are each is subject to the satisfaction of the following conditions: (a) receipt (or deemed receipt pursuant to Section 2.16(b)(iii)) by the Administrative Agent of a Notice of Borrowing as required by Section 2.02 or 2.03, or receipt by the applicable Issuing Lender Bank of a Notice of Credit Issuance as required by Section 2.162.19(b), as the case may be; (b) in the case of a Borrowing or the issuance of a Letter of Credit, the fact that, immediately after such Borrowing or issuance of such a Letter of Credit (i) Credit, the Total Outstanding sum of the aggregate outstanding Dollar Amount will not exceed of the Total Commitments Loans and (ii) the aggregate amount of Letter of Credit Liabilities will not exceed the Letter aggregate amount of Credit Sublimitthe Commitments; (c) the fact that, immediately before and after such Borrowing or issuance of such a Letter of Credit, no Default shall have occurred and be continuing; and; (d) the fact that, except as otherwise described by the Borrower in a writing to the Administrative Agent and waived by the Required Lenders, that the representations and warranties of the Borrower contained in this Agreement (except, in except the case of any Borrowing or issuance subsequent to the Effective Date, the representations representation and warranties warranty set forth in Sections Section 4.04(c), ) and Section 4.05, 4.06, 4.08, 4.13 and 4.14in each case as to any matter which has theretofore been disclosed in writing by the Borrower to the Banks) shall be true in all material respects on and as of the date of such Borrowing or issuanceissuance of a Letter of Credit; (e) in the case of an Alternative Currency Borrowing, except there shall not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which would in the opinion of the Agents make it impracticable for such Borrowing to be denominated in the extent relevant Alternative Currency; and (if) they expressly relate to in the case of an earlier dateissuance of a Letter of Credit, in which case they the fact that, immediately after such issuance of a Letter of Credit, the aggregate amount of the Letter of Credit Liabilities shall be true in all material respects as not exceed the Letter of such earlier date or (ii) any representation or warranty is qualified by or subject to a “material adverse effect”, “material adverse change” or similar term or qualification, in which case the same shall be true and correct in all respectsCredit Commitment. Each Borrowing and issuance (including a deemed issuance through renewal or extension) of a Letter of Credit hereunder shall be deemed to be a representation and warranty by the Borrower on the date of such Borrowing or issuance as to the facts specified in clauses 3.02(c(b), (c) and 3.02(d)(d) of this Section.

Borrowings and Issuances of Letters of Credit. The obligation of any Lender to make a Loan on the occasion of any Borrowing, and the obligation of any an Issuing Lender to issue (or renew or extend the term of) any Letter of Credit are each Credit, is subject to the satisfaction of the following conditions: (a) receipt (or deemed receipt pursuant to Section 2.16(b)(iii)) by the Administrative Agent of a (i) Notice of Borrowing as required by Section 2.02 or receipt by the applicable Issuing Lender of (ii) a Notice of Issuance as required by Section 2.16, as the case may be2.18(b); (b) in the case of a Borrowing or the issuance of a Letter of Credit, the fact that, immediately after such Borrowing or issuance of such Letter of Credit (or renewal or extension), (i) the Total Outstanding Amount will not exceed the Total Commitments aggregate amount of the Commitments, and (ii) the aggregate outstanding principal amount of the Loans made to each Borrower plus the aggregate amount of Letter of Credit Liabilities for the account of such Borrower will not exceed the Letter of Credit Sublimitsuch Borrower’s Maximum Availability; (c) the fact that, immediately before and after such Borrowing or issuance of such Letter of Credit(or renewal or extension), no Default with respect to the Borrower shall have occurred and be continuing; and; (d) the fact that, except as otherwise described by the Borrower in a writing to the Administrative Agent and waived by the Required Lenders, that the representations and warranties of the Borrower contained in this Agreement (except, in the case of any such Borrowing or issuance subsequent to the Effective Date, the representations and warranties set forth those contained in Sections 4.04(c), 4.05, 4.06, 4.08, 4.13 4.05(a) and 4.144.11) shall be true in all material respects on and as of the date of such Borrowing or issuanceissuance (or renewal or extension); and (e) the fact that immediately after any such Borrowing by ConEd or O&R, except the aggregate outstanding principal amount of the Loans made to ConEd or O&R, as the extent (i) they expressly relate to an earlier datecase may be, in under this Agreement, which case they shall be true in all material respects aggregated with any other financing covered by the same authorization, will not exceed the applicable amounts authorized, as of such earlier date date, by the PSC or (ii) any representation or warranty is qualified the FERC to be borrowed by or subject to a “material adverse effect”, “material adverse change” or similar term or qualification, in which case the same shall be true and correct in all respectssuch Borrower. Each Borrowing and or issuance (including a deemed issuance through renewal or extension) of a any Letter of Credit hereunder shall be deemed to be a representation and warranty by the Borrower on the date of such Borrowing or issuance as to the facts specified in the foregoing clauses 3.02(b), 3.02(c), 3.02(d) and 3.02(d3.02(e).

Borrowings and Issuances of Letters of Credit. The obligation of any Lender to make a Loan on the occasion of any Borrowing and the obligation of any the Issuing Lender to issue (issue, renew, extend or renew or extend the term of) increase any Letter of Credit are each is subject to the satisfaction of the following conditions: (a) receipt (or deemed receipt pursuant to Section 2.16(b)(iii)) by the Administrative Agent of a Notice of Borrowing as required by Section 2.02 or receipt by the applicable Issuing Lender of a Notice of Issuance as required by Section 2.162.19(c), as the case may be; (b) in the case of a Borrowing or the issuance of a Letter of Credit, the fact that, immediately after such Borrowing or issuance issuance, renewal, extension or increase of such Letter of Credit (i) the Total Outstanding Amount will not exceed the Total aggregate amount of the Commitments and (ii) the aggregate amount Dollar Amount of all Letter of Credit Liabilities will not exceed the Letter of Credit any applicable LC Sublimit; (c) the fact that, immediately before and after such Borrowing or issuance of such Letter of Credit, no Default shall have occurred and be continuing; and (d) the fact that, except as otherwise described by the Borrower in a writing to the Administrative Agent and waived by the Required Lenders, that the representations and warranties of the Company and, if other than the Company, the Borrower contained in this Agreement (except, in the case of any Borrowing or issuance subsequent to the Effective Date, except the representations and warranties set forth in Sections 4.04(c), 4.05, 4.06, 4.08, 4.13 4.05 and 4.144.07) shall be true in all material respects on and as of the date of such Borrowing or issuance, renewal, extension or increase, as applicable, except to the extent any such representation and warranty (i) they expressly relate relates to an earlier date, date in which case they such representation and warranty shall be true and correct in all material respects as of such earlier date or (ii) any representation or warranty is qualified by or subject to a “material adverse effect”, “material adverse change” or similar term or qualificationmateriality, in which case the same such representation and warranty shall be true and correct in all respects. Each Borrowing and issuance (including a deemed issuance through renewal or extension) of a Letter of Credit hereunder shall be deemed to be a representation and warranty by the Borrower (and by the Company if it is not the Borrower) on the date of such Borrowing or issuance as to the facts specified in clauses 3.02(b), 3.02(c) and 3.02(d).

Borrowings and Issuances of Letters of Credit. The obligation of any Lender Bank to make a Loan on the occasion of any Borrowing, and the obligation of any an Issuing Lender Bank to issue (or renew or extend the term of) any Letter of Credit are each subject to the satisfaction of the following conditions: (a) receipt the Closing Date shall have occurred on or prior to October 31, 1996; (or deemed receipt pursuant to Section 2.16(b)(iii)b) by the Administrative Agent of shall have received a Notice of Borrowing as required by Section 2.02 2.2, or receipt by the applicable Issuing Lender of Bank shall have received a Notice of Issuance as required by Section 2.16, as the case may be2.13(b); (bi) in the case if such Borrowing or issuance of a Letter of Credit occurs on the Closing Date, immediately after such Borrowing or the issuance (or renewal or extension) of a Letter of Credit, the fact that, immediately after such Borrowing or issuance sum of such Letter the aggregate outstanding principal amount of Credit (i) the Total Outstanding Amount will not exceed the Total Commitments Loans and (ii) the aggregate amount of Letter of Credit Liabilities will shall not exceed the aggregate amount of the Commitments and (ii) if such Borrowing or issuance of a Letter of Credit Sublimitoccurs after the Closing Date, immediately after the Borrowing of a Working Capital Loan or the issuance (or renewal or extension) of a Letter of Credit, the aggregate principal amount of all Working Capital Loans plus the aggregate amount of Letter of Credit Liabilities shall not exceed the aggregate amount of the Working Capital Commitments; (cd) the fact that, immediately before and after such Borrowing or issuance (or renewal or extension) of such a Letter of Credit, no Default shall have occurred and be continuing; and (de) the fact that, except as otherwise described by the Borrower in a writing to the Administrative Agent and waived by the Required Lenders, the representations and warranties of the Borrower Borrowers contained in this Agreement (except, in the case of any Borrowing or issuance subsequent to the Effective Date, the representations and warranties set forth in Sections 4.04(c), 4.05, 4.06, 4.08, 4.13 and 4.14) shall be true in all material respects on and as of the date of such Borrowing or issuance, except to the extent (i) they expressly relate to an earlier date, in which case they shall be true in all material respects as issuance of such earlier date or (ii) any representation or warranty is qualified by or subject to a “material adverse effect”, “material adverse change” or similar term or qualification, in which case the same shall be true and correct in all respectsLetter of Credit. Each Borrowing and issuance (including a deemed issuance through renewal or extension) of a Letter of Credit hereunder shall be deemed to be a representation and warranty by the Borrower on the date of such Borrowing or issuance of a Letter of Credit as to the facts specified in clauses 3.02(c(c), (d) and 3.02(d)(e) of this Section.

Borrowings and Issuances of Letters of Credit. The obligation of any Lender to make a Loan and the obligation of any the Issuing Lender to issue (or renew or extend the term of) any Letter of Credit are each is subject to the satisfaction of the following conditions; provided that if the related Borrowing is a Swingline Takeout Borrowing, only the conditions set forth in clauses 3.03(a) and 3.03(b) must be satisfied: (a) receipt (or deemed receipt pursuant to Section 2.16(b)(iii2.16(h) or 2.18(a)) by the Administrative Agent of a Notice of Borrowing as required by Section 2.02 or Section 2.03 or receipt by the applicable Issuing Lender of a Notice of Issuance as required by Section 2.162.16(e), as the case may be; (b) in the case of a Borrowing or the issuance of a Letter of Credit, the fact that, immediately after such Borrowing or issuance of such Letter of Credit (i) the Total Outstanding Amount will not exceed the Total Commitments and aggregate amount of the Commitments, (ii) the aggregate outstanding principal amount of Swingline Loans will not exceed $75,000,000, and (iii) the aggregate Dollar Amount of Letter of Credit Liabilities will not exceed the Letter of Credit Sublimit$300,000,000; (c) the fact that, immediately before and after such Borrowing or issuance of such Letter of Credit, no Default shall have occurred and be continuing; and (d) the fact that, except as otherwise described by the Borrower in a writing to the Administrative Agent and waived by the Required Lenders, that the representations and warranties of the Borrower contained in this Agreement (except, in the case of any Borrowing or issuance subsequent to the Effective Date, except the representations and warranties set forth in Sections 4.04(c), 4.05, 4.06, 4.08, 4.13 4.05 and 4.144.07) shall be true in all material respects on and as of the date of such Borrowing or issuance, except to the extent (i) they expressly relate that any such representations or warranties refer specifically to an earlier date, in which case they shall be true in all material respects as of such earlier date or (ii) any representation or warranty is qualified by or subject to a “material adverse effect”, “material adverse change” or similar term or qualification, in which case the same shall be true and correct in all respectsdate. Each Borrowing and issuance (including a deemed issuance through renewal or extension) of a Letter of Credit hereunder shall be deemed to be a representation and warranty by the Borrower (and by the Company if it is not the Borrower) on the date of such Borrowing or issuance as to the facts specified in clauses 3.02(c3.03(c) and 3.02(d3.03(d) (unless such Borrowing is a Swingline Takeout Borrowing).

Borrowings and Issuances of Letters of Credit. The obligation of any Lender to make a Loan and on the occasion of any Borrowing, the obligation of any the Issuing Lender to issue (or renew or extend the term of) any Letter of Credit and the obligation of the Swing Line Lender to make any Swing Line Loan are each subject to the satisfaction of the following conditions: (a) receipt (or deemed receipt pursuant to Section 2.16(b)(iii)) by the Administrative Agent of a Notice of Borrowing as required by Section 2.02 or 2.03, or receipt by the applicable Issuing Lender of a Notice of Issuance as required by Section 2.162.21(b), as the case may be; (b) in the case of a immediately after such Borrowing or the issuance of a Letter of Credit, the fact that, immediately after such Borrowing or issuance sum of such Letter the aggregate outstanding principal amount of Credit (i) the Total Outstanding Amount will not exceed the Total Commitments Loans and (ii) Swing Line Loans and the aggregate amount of Letter of Credit Liabilities will not exceed the Letter aggregate amount of Credit Sublimitthe Commitments; (c) the fact that, immediately before and after such Borrowing or issuance of such a Letter of Credit, no Default or Event of Default shall have occurred and be continuing; and; (d) the fact that, except as otherwise described by the Borrower in a writing to the Administrative Agent and waived by the Required Lenders, the representations and warranties of the Borrower contained in this Agreement (except, in the case of any Borrowing or issuance subsequent to the Effective Date, except the representations and warranties set forth in Sections 4.04(c), Section 4.04 and Section 4.05, 4.06, 4.08, 4.13 and 4.14in each case as to any matter which has theretofore been disclosed in writing by the Borrower to the Lenders) shall be true in all material respects on and as of the date of such Borrowing or issuanceissuance of such Letter of Credit; (e) in the case of an issuance of a Letter of Credit, except immediately after such issuance of a Letter of Credit, the aggregate amount of the Letter of Credit Liabilities shall not exceed the Letter of Credit Commitment; (f) in the case of the making of the initial Loans and the issuance of the initial Letters of Credit hereunder, no Default or Event of Default shall have occurred and remain continuing under the Five Year Credit Agreement; and (g) unless all of the Lenders otherwise consent in their sole and absolute discretion, no Loan, Letter of Credit or other credit accommodations will in any event be available hereunder prior to the extent Availability Date (i) they expressly relate to an earlier dateand then, only concurrently with the termination of the commitments under the Five Year Credit Agreement and the repayment in which case they shall be true in full of all material respects as of such earlier date or (ii) any representation or warranty is qualified by or subject to a “material adverse effect”, “material adverse change” or similar term or qualification, in which case the same shall be true and correct in all respectsobligations thereunder). Each Borrowing and issuance (including a deemed issuance through renewal or extension) of a Letter of Credit hereunder shall be deemed to be a representation and warranty by the Borrower on the date of such Borrowing or issuance as to the facts specified in clauses 3.02(c(b), (c), (d) and 3.02(d)(e) of this Section.

Borrowings and Issuances of Letters of Credit. The obligation of any Lender to make a Loan and the obligation of any Issuing Lender to issue (or renew or extend the term of) any Letter of Credit are each subject to the satisfaction of the following conditions: (a) receipt (or deemed receipt pursuant to Section 2.16(b)(iii)) by the Administrative Agent of a Notice of Borrowing as required by Section 2.02 or receipt by the applicable Issuing Lender of a Notice of Issuance as required by Section 2.16, as the case may be; (b) in the case of a Revolving Borrowing, Competitive Bid Borrowing or the issuance of a Letter of Credit, the fact that, immediately after such Borrowing or issuance of such Letter of Credit (i) the Total Outstanding Amount will not exceed the Total Commitments and (ii) the aggregate amount of Letter of Credit Liabilities will not exceed the Letter of Credit Sublimit$50,000,000; (c) the fact that, immediately before and after such Borrowing or issuance of such Letter of Credit, no Default shall have occurred and be continuing; and (d) the fact that, except as otherwise described by the Borrower in a writing to the Administrative Agent and waived by the Required Lenders, the representations and warranties of the Borrower contained in this Agreement (except, in the case of any Borrowing or issuance subsequent to the Effective Date, the representations and warranties set forth in Sections 4.04(c), 4.05, 4.06, 4.08, 4.13 and 4.14) shall be true in all material respects on and as of the date of such Borrowing or issuance, except to the extent (i) they expressly relate to an earlier date, in which case they shall be true in all material respects as of such earlier date or (ii) any representation or warranty is qualified by or subject to a “material adverse effect”, “material adverse change” or similar term or qualification, in which case the same shall be true and correct in all respects. Each Borrowing and issuance (including a deemed issuance through renewal or extension) of a Letter of Credit hereunder shall be deemed to be a representation and warranty by the Borrower on the date of such Borrowing or issuance as to the facts specified in clauses 3.02(c) and 3.02(d).

Borrowings and Issuances of Letters of Credit. The obligation of any Lender Bank to make a Loan on the occasion of any Borrowing and the obligation of any an Issuing Lender Bank to issue (or renew or extend the term of) any Letter of Credit are each is subject to the satisfaction of the following conditions: (a) the fact that the Closing Date shall have occurred on or prior to March 31, 1998; (b) in the case of the first Credit Event, the fact that prior to or substantially simultaneously with such Credit Event, the Borrower shall have consummated the Acquisition in accordance with the Stock Purchase Agreement without waiver of any material condition specified therein; (c) in the case of the first Borrowing, the fact that the Borrower shall have paid or shall concurrently pay all fees then due and payable to the Administrative Agent for the account of any Agent or Bank, as previously agreed; (d) receipt (or deemed receipt pursuant to Section 2.16(b)(iii)) by the Administrative Agent of a Notice of Borrowing as required by Section 2.02 2.2 or receipt by the applicable Issuing Lender of a Notice of Issuance as required by Section 2.162.3, as the case may be; (be) the fact that, immediately after such Credit Event, the sum of the aggregate outstanding principal amount of the Loans and the aggregate amount of Letter of Credit Liabilities will not exceed the aggregate amount of the Commitments; (f) the fact that, immediately before and after such Credit Event, no Default shall have occurred and be continuing; (g) the fact that the representations and warranties of the Borrower contained in this Agreement (except, (i) in the case of Credit Events subsequent to the first Credit Event, the representation and warranty set forth in Section 4.12 and (ii) in the case of a Borrowing or Refunding Borrowing, the representations and warranties set forth in Sections 4.4(c), 4.5 and 4.7 as to any matter which has theretofore been disclosed in writing by the Borrower to the Banks) shall be true on and as of the date of such Credit Event; and (h) in the case of an issuance of a Letter of Credit, the fact that, immediately after such Borrowing or issuance of such a Letter of Credit (i) the Total Outstanding Amount will not exceed the Total Commitments and (ii) Credit, the aggregate amount of the Letter of Credit Liabilities will shall not exceed the Letter of Credit Sublimit; (c) the fact that, immediately before and after such Borrowing or issuance of such Letter of Credit, no Default shall have occurred and be continuing; and (d) the fact that, except as otherwise described by the Borrower in a writing to the Administrative Agent and waived by the Required Lenders, the representations and warranties of the Borrower contained in this Agreement (except, in the case of any Borrowing or issuance subsequent to the Effective Date, the representations and warranties set forth in Sections 4.04(c), 4.05, 4.06, 4.08, 4.13 and 4.14) shall be true in all material respects on and as of the date of such Borrowing or issuance, except to the extent (i) they expressly relate to an earlier date, in which case they shall be true in all material respects as of such earlier date or (ii) any representation or warranty is qualified by or subject to a “material adverse effect”, “material adverse change” or similar term or qualification, in which case the same shall be true and correct in all respectsCommitment. Each Borrowing and issuance (including a deemed issuance through renewal or extension) of a Letter of Credit Event hereunder shall be deemed to be a representation and warranty by the Borrower on the date of such Borrowing or issuance Credit Event as to the facts specified in clauses 3.02(c(b) and 3.02(d(c) (in the case of the first Credit Event) and (e), (f), (g) and (h) of this Section.