Common use of Borrowings Clause in Contracts

Borrowings. The obligation of any Bank to make a Loan on the occasion of any Borrowing is subject to the satisfaction (or waiver in accordance with Section 9.05) of the following conditions: (a) receipt by the Agent of a Notice of Borrowing as required by Section 2.02 or 2.03, as the case may be; (b) the fact that, immediately after such Borrowing, the aggregate outstanding principal amount of the Loans will not exceed the aggregate amount of the Commitments; (c) the fact that, immediately before and after such Borrowing, no Default shall have occurred and be continuing; and (d) the fact that the representations and warranties of the Borrower and each Guarantor contained in the Financing Documents (except the representations and warranties set forth in Sections 4.04(a) and 4.11, which are made only as of the date of this Agreement) shall be true in all material respects on and as of the date of such Borrowing. Each Borrowing hereunder shall be deemed to be a representation and warranty by the Borrower on the date of such Borrowing as to the facts specified in subsections (b), (c) and (d) of this Section.

Borrowings. The obligation of any Bank to make a Loan on the occasion of any Borrowing is subject to the satisfaction (or waiver in accordance with Section 9.05) of the following conditions: (a) receipt by the Agent of a Notice of Borrowing as required by Section 2.02 or 2.03, as the case may be; (b) the fact that, immediately after such Borrowing, the aggregate outstanding principal amount of the Loans will not exceed the aggregate amount of the Commitments; (c) the fact that, immediately before and after such Borrowing, no Default shall have occurred and be continuing; and (d) the fact that the representations and warranties of the Company and the Borrower and each Guarantor (if other than the Company) contained in the Financing Documents this Agreement (except for the representations and warranties set forth in Sections 4.04(a) 4.05 and 4.11, 4.07 as to any matter which are made only as of has theretofore been disclosed in writing by the date of this AgreementCompany to the Banks) shall be true in all material respects on and as of the date of such Borrowing. Each Borrowing hereunder shall be deemed to be a representation and warranty by the Company and the Borrower (if other than the Company) on the date of such Borrowing as to the facts specified in subsections clauses (b), (c) and (d) of this Section.

Borrowings. The obligation of any Bank to make a Loan on the occasion of any Borrowing is subject to the satisfaction (or waiver in accordance with Section 9.05) of the following conditions: (a) receipt by the Administrative Agent of a Notice of Borrowing as required by Section 2.02 or 2.03, as the case may be;; ---- ---- (b) the fact that, immediately after such Borrowing, the aggregate outstanding principal amount of the Loans will not exceed the aggregate amount of the Commitments; (c) the fact that, immediately before and after such Borrowing, no Default shall have occurred and be continuing; and (d) the fact that the representations and warranties of the Borrower and each Guarantor contained in the Financing Documents (except the representations and warranties set forth in Sections 4.04(a) and 4.11, which are made only as of the date of this Agreement) Agreement shall be true in all material respects on and as of the date of such Borrowing; provided that this clause (d) shall not apply with respect to the representations and warranties set forth in Section 4.04(d) and Section 4.11 if and to the extent (i) the proceeds of such ---- Borrowing are to be applied to pay maturing commercial paper (excluding the payment of commercial paper in advance of its originally scheduled maturity date) substantially simultaneously with such Borrowing and (ii) such intended use of proceeds has been indicated in the applicable Notice of Borrowing. Each Borrowing hereunder shall be deemed to be a representation and warranty by the Borrower on the date of such Borrowing as to the facts specified in subsections clauses (b), (c) and (d) of this Section.

Borrowings. The obligation of any Bank to make a Loan on the occasion of any Borrowing is subject to the satisfaction (or waiver in accordance with Section 9.05) of the following conditions: (a) the fact that the Closing Date shall have occurred on or prior to August 8, 2001; (b) receipt by the Agent of a Notice of Borrowing as required by Section 2.02 or Section 2.03, as the case may be; (bc) the fact that, immediately after such Borrowing, the aggregate outstanding principal amount of the Loans will not exceed the aggregate amount of the Commitments; (cd) the fact that, immediately before and after such Borrowing, no Default shall have occurred and be continuing; and (de) the fact that that, except as otherwise described by the Borrower in a writing to the Agent and waived by the Required Banks, the representations and warranties of the Borrower and each Guarantor contained in this Agreement (except, in the Financing Documents (except case of any Borrowing subsequent to the Closing Date, the representations and warranties set forth in Sections 4.04(a) 4.04(c), 4.05, 4.06, 4.08, 4.13 and 4.11, which are made only as of the date of this Agreement4.14) shall be true in all material respects on and as of the date of such Borrowing. Each Borrowing hereunder shall be deemed to be a representation and warranty by the Borrower on the date of such Borrowing as to the facts specified in subsections clauses (bc), (cd) and (de) of this Section.

Borrowings. The obligation of any Bank to make a Loan on the occasion of any Borrowing (other than a Continuation or Conversion) is subject to the satisfaction (or waiver in accordance with Section 9.05) of the following conditions: (a) the fact that the Closing Date shall have occurred on or prior to June 30, 2004; (b) receipt by the Administrative Agent of a Notice of Borrowing as required by Section 2.02 2.2 or 2.032.3, as the case may be; (bc) the fact that, immediately after such Borrowing, the aggregate outstanding principal amount of the Loans will not exceed the aggregate amount of the Commitments; (cd) the fact that, immediately before and after such Borrowing, no Default shall have occurred and be continuing; and; (de) the fact that the representations and warranties of the Borrower and each Guarantor contained in the Financing Documents this Agreement (except in the representations case of any Borrowing made on a date subsequent to the Closing Date, the representation and warranties warranty set forth in Sections 4.04(a) and 4.11, which are made only as of the date of this AgreementSection 4.4(b)) shall be true in all material respects on and as of the date of such Borrowing, after giving effect to such Borrowing; and (f) the fact that the representation and warranty contained in Section 4.4(b) shall have been true as of the Closing Date. Each such Borrowing hereunder shall be deemed to be a representation and warranty by the Borrower on the date of such Borrowing as to the facts specified in subsections clauses (bc), (cd), (e) and (df) of this Section.

Borrowings. The obligation of any Bank to make a Loan on the occasion of any Borrowing (other than a Continuation or Conversion) is subject to the satisfaction (or waiver in accordance with Section 9.05) of the following conditions: (a) the fact that the Closing Date shall have occurred on or prior to December 31, 2004; (b) receipt by the Administrative Agent of a Notice of Borrowing as required by Section 2.02 or 2.03, as the case may be; (b) the fact that, immediately after such Borrowing, the aggregate outstanding principal amount of the Loans will not exceed the aggregate amount of the Commitments2.2; (c) [intentionally omitted]; (d) the fact that, immediately before and after such Borrowing, no Default shall have occurred and be continuing; and; (de) the fact that the representations and warranties of the Borrower and each Guarantor contained in the Financing Documents this Agreement (except in the case of any Borrowing made on a date subsequent to the Closing Date, the representation and warranty set forth in Section 4.4(b)) and the representations and warranties of each Guarantor set forth in Sections 4.04(a) and 4.11, the Subsidiary Guaranty to which are made only as of the date of this Agreement) it is a party shall be true in all material respects on and as of the date of such Borrowing, after giving effect to such Borrowing; and (f) the fact that the representation and warranty contained in Section 4.4(b) shall have been true as of the Closing Date. Each Such Borrowing hereunder shall be deemed to be a representation and warranty by the Borrower on the date of such Borrowing as to the facts specified in subsections clauses (bd), (ce) and (df) of this Section.

Borrowings. The obligation of any Bank Lender to make a Loan on the occasion of any Borrowing is subject to the satisfaction (or waiver in accordance with Section 9.05) of the following conditions: (a) receipt by the Administrative Agent of a Notice notice of such Borrowing as required by Section 2.02 or 2.03, as the case may be2.02; (b) the fact that, immediately after such Borrowing, , the aggregate outstanding principal amount of the Revolving Credit Loans will not exceed the aggregate amount of the Revolving Credit Commitments; (c) the fact that, immediately before and after such Borrowing, no Default or Event of Default shall have occurred and be continuing; and (d) the fact that the representations and warranties of the Borrower and each Guarantor contained in the Financing Documents (except the representations and warranties set forth in Sections 4.04(a) and 4.11, which are made only as of the date of this Agreement) Agreement shall be true in all material respects and accurate on and as of the date of such Borrowing. Each submission of a Notice of Borrowing and each Borrowing hereunder shall be deemed to be a representation and warranty by the Borrower on the date of such Borrowing submission and such Borrowing, as the case may be, as to the facts specified in subsections clauses (b), (c) and (d) of this Section.

Borrowings. The obligation of any Bank to make a Loan on the occasion of any Borrowing is subject to the satisfaction (or waiver in accordance with Section 9.05) of the following conditions: (a) the fact that the Closing Date shall have occurred on or before March 31, 1997; (b) receipt by the Agent of a Notice of Borrowing as required by Section 2.02 2.2 or 2.032.3, as the case may be; (bc) the fact that, immediately after such Borrowing, the aggregate outstanding principal amount of the Loans will not exceed the aggregate amount of the Commitments; (cd) the fact that, immediately before and after such Borrowing, no Default shall have occurred and be continuing; and (de) the fact that the representations and warranties of the Borrower and each Guarantor contained in the Financing Documents (except the representations and warranties set forth in Sections 4.04(a) and 4.11, which are made only as of the date of this Agreement) Agreement shall be true in all material respects on and as of the date of such Borrowing. Each Borrowing hereunder shall be deemed to be a representation and warranty by the Borrower on the date of such Borrowing as to the facts specified in subsections clauses (bc), (cd) and (de) of this SectionSection and clauses (e) and (f) of Section 3.1.

Borrowings. The obligation of any Bank to make a Loan on the occasion of any Borrowing is subject to the satisfaction (or waiver in accordance with Section 9.05) of the following conditions: (a) receipt by the Agent of a Notice of Borrowing or Notice of Term Loan Interest Rate Selection as required by Section 2.02 2.02, 2.03 or 2.032.18, as the case may be; (b) the fact that, immediately after such Borrowing, the aggregate outstanding principal amount of the Loans will not exceed the aggregate amount of the Commitments; (c) the fact that, immediately before and after such Borrowing, no Default shall have occurred and be continuing; and (d) the fact that the representations and warranties of the Borrower and each Guarantor contained in this Agreement (except, in the Financing Documents case of (except i) any Borrowing (including without limitation any conversion to, or continuation of, a Segment of the Term Loan), the representations and warranties set forth in Sections 4.04(aSection 4.04(b) and 4.11(ii) a Refunding Borrowing, the representations and warranties set forth in Section 4.05 as to any matter which are made only as of has theretofore been disclosed in writing by the date of this AgreementBorrower to the Banks) shall be true in all material respects on and as of the date of such Borrowing. Each Borrowing and each delivery of a Notice of Term Loan Interest Rate Selection hereunder shall be deemed to be a representation and warranty by the Borrower on the date of such Borrowing (including without limitation any conversion to, or continuation of, a Segment of the Term Loan) as to the facts specified in subsections clauses (b), (c) and and, to the extent applicable, (d) of this Section.

Borrowings. The obligation of any Bank to make a Loan on the occasion of any Borrowing is subject to the satisfaction (or waiver in accordance with Section 9.05) of the following conditions: (a) receipt by the Agent of a Notice of Borrowing as required by Section 2.02 or 2.03, as the case may be; (b) the fact that, immediately after such Borrowing, the aggregate outstanding principal amount of the Loans will not exceed the aggregate amount of the Commitments; (c) the fact that, immediately before and after such Borrowing, no Default shall have occurred and be continuing; and; (d) the fact that the representations and warranties of the Borrower and each Guarantor contained in the Financing Documents (except the representations and warranties set forth in Sections 4.04(a) and 4.11, which are made only as of the date of this Agreement) Agreement shall be true in all material respects on and as of the date of such Borrowing; and (e) the fact that the Agent shall not have notified the Borrower of a determination by the Required Banks (which determination shall be made in good faith) that there has been a material adverse change in the business, prospects, financial position or results of operations of the Borrower and its Consolidated Subsidiaries, considered as a whole since November 2, 1996. Each Borrowing hereunder shall be deemed to be a representation and warranty by the Borrower on the date of such Borrowing as to the facts specified in subsections clauses (b), (c) and (d) of this Section.

Borrowings. The obligation of any Bank to make a Loan on the occasion of any Borrowing is subject to the satisfaction (or waiver in accordance with Section 9.05) of the following conditions: (a) receipt by the Agent of a Notice of Borrowing as required by Section 2.02 or 2.03, as the case may be; (b) the fact that, immediately after such Borrowing, the aggregate outstanding principal amount of the Loans will not exceed the aggregate amount of the Commitments; (c) the fact that, immediately before and after such Borrowing, no Default shall have occurred and be continuing; and (d) the fact that the representations and warranties of the Borrower and each Guarantor contained in this Agreement (except, in the Financing Documents (except case of a Refunding Borrowing, the representations and warranties set forth in Sections 4.04(a4.04(c) and 4.11, 4.05 as to any matter which are made only as of has theretofore been disclosed in writing by the date of this AgreementBorrower to the Banks) shall be true in all material respects on and as of the date of such Borrowing. Each Borrowing hereunder shall be deemed to be a representation and warranty by the Borrower on the date of such Borrowing as to the facts specified in subsections clauses (b), (c) and (d) of this Section.

Borrowings. The In addition to the requirements set forth in Sections 3.1 and 3.2, the obligation of any Bank to make a Loan on the occasion of any Borrowing is subject to the satisfaction (or waiver in accordance with Section 9.05) of the following conditions: (a) receipt by the Administrative Agent of a Notice of Borrowing as required by Section 2.02 2.2 or 2.032.3, as the case may be; (b) the fact that, immediately after such Borrowing, the aggregate outstanding principal amount of the Loans will not exceed the aggregate amount of the Commitments; (c) the fact that, immediately before and after such Borrowing, no Default shall have occurred and be continuing; and (d) the fact that the representations and warranties of the Borrower and each Guarantor contained in this Agreement (except, in the Financing Documents (except case of a Refunding Borrowing, the representations and warranties set forth in Sections 4.04(a4.4(c), (f) and 4.11(h) and Section 4.5, in each case as to any matter which are made only as of has theretofore been disclosed in writing by the date of this AgreementBorrower to the Banks) shall be true in all material respects on and as of the date of such Borrowing. Each Borrowing hereunder shall be deemed to be a representation and warranty by the Borrower on the date of such Borrowing as to the facts specified in subsections clauses (b), (c) and (d) of this Section.

Borrowings. The obligation of any Bank to make a Loan on the occasion of any Borrowing is subject to the satisfaction (or waiver in accordance with Section 9.05) of the following conditions: (a) receipt by the Agent of a Notice of Borrowing as required by Section 2.02 or 2.03, as the case may be; (b) the fact that, immediately before and after such Borrowing, the aggregate outstanding principal amount of the Loans will not exceed the aggregate amount of the Commitments; (c) the fact that, immediately before and after such Borrowing, no Default shall have occurred and be continuing; and (d) the fact that the representations and warranties of the Borrower and each Guarantor contained in this Agreement (except, in the Financing Documents (except case of a Refunding Borrowing, the representations and warranties set forth in Sections 4.04(a4.04(c) and 4.11, 4.05 as to any matter which are made only as of has theretofore been disclosed in writing by the date of this AgreementCompany to the Banks) shall be true in all material respects on and as of the date of such Borrowing. Each Borrowing hereunder shall be deemed to be a representation and warranty by the Borrower on the date of such Borrowing as to the facts specified in subsections clauses (b), (c) and (d) of this Section.

Borrowings. The obligation of any Bank to make a Loan on the occasion of any Borrowing is subject to the satisfaction (or waiver in accordance with Section 9.05) of the following conditions: (a) receipt by the Agent of a Notice of Borrowing as required by Section 2.02 or 2.03, as the case may be; (b) the fact that, immediately after such Borrowing, the aggregate outstanding principal amount of the Loans will not exceed the aggregate amount of the Commitments; (c) the fact that, immediately before and after such Borrowing, no Default shall have occurred and be continuing; and (d) the fact that the representations and warranties of the Borrower and each Guarantor Obligor contained in the Financing Documents (except the representations and warranties set forth in Sections 4.04(a) and 4.11Section 4.04, which are made only as of the date of this Agreementhereof) shall be true in all material respects on and as of the date of such Borrowing. Each Borrowing hereunder shall be deemed to be a representation and warranty by the Borrower on the date of such Borrowing as to the facts specified in subsections (b), (c) and (d) of this Section.

Borrowings. The obligation of any Bank to make a Loan on the occasion of any Borrowing is subject to the satisfaction (or waiver in accordance with Section 9.05) of the following conditions: (a) receipt by the Agent of a Notice of Borrowing as required by Section 2.02 or 2.03, as the case may be; (b) the fact that, immediately after such Borrowing, the aggregate outstanding principal amount Dollar Amount of the Loans will not exceed the aggregate amount of the Commitments; (c) the fact that, immediately before and after such Borrowing, no Default shall have occurred and be continuing; and (d) the fact that the representations and warranties of the Borrower and each Guarantor Obligor contained in the Financing Documents (except the representations and warranties set forth in Sections Section 4.04(a) and 4.11), which are made only as of the date of this Agreementhereof) shall be true in all material respects on and as of the date of such Borrowing. PROVIDED that the foregoing clauses 3.03(c) and 3.03(d) shall not apply to a Euro-Currency Borrowing if and to the extent that the proceeds thereof are to be applied to repay an outstanding Swingline Borrowing. Each Borrowing hereunder shall be deemed to be a representation and warranty by the Borrower on the date of such Borrowing as to the facts specified in subsections (b), (c) and (d) of this Section.

Borrowings. The obligation of any Bank to make a Loan on the occasion of any Borrowing (other than a Continuation or Conversion) is subject to the satisfaction (or waiver in accordance with Section 9.05) of the following conditions: (a) the fact that the Closing Date shall have occurred on or prior to June 30, 2002; (b) receipt by the Administrative Agent of a Notice of Borrowing as required by Section 2.02 2.2 or 2.032.3, as the case may be; (bc) the fact that, immediately after such Borrowing, the aggregate outstanding principal amount of the Loans will not exceed the aggregate amount of the Commitments; (cd) the fact that, immediately before and after such Borrowing, no Default shall have occurred and be continuing; and; (de) the fact that the representations and warranties of the Borrower and each Guarantor contained in the Financing Documents this Agreement (except in the representations case of any Borrowing made on a date subsequent to the Closing Date, the representation and warranties warranty set forth in Sections 4.04(a) and 4.11, which are made only as of the date of this AgreementSection 4.4(b)) shall be true in all material respects on and as of the date of such Borrowing, after giving effect to such Borrowing; and (f) the fact that the representation and warranty contained in Section 4.4(b) shall have been true as of the Closing Date. Each such Borrowing hereunder shall be deemed to be a representation and warranty by the Borrower on the date of such Borrowing as to the facts specified in subsections clauses (bc), (cd), (e) and (df) of this Section.

Borrowings. The obligation of any Bank to make a Loan on the occasion of any Borrowing is subject to the satisfaction (or waiver in accordance with Section 9.05) of the following conditions: (a) receipt by the Administrative Agent of a Notice of Borrowing as required by Section 2.02 2.2 or 2.032.3, as the case may be; (b) the fact that, immediately after such Borrowing, the aggregate outstanding principal amount of the Loans will not exceed the aggregate amount of the Commitments; (c) the fact that, immediately before and after such Borrowing, no Default shall have occurred and be continuing; and (d) the fact that the representations and warranties of the Borrower and each Guarantor contained in this Agreement (except, in the Financing Documents (except case of a Refunding Borrowing, the representations and warranties set forth in Sections 4.04(a4.4(c) and 4.11, 4.5 as to any matter which are made only as of has theretofore been disclosed in writing by the date of this AgreementBorrower to the Banks) shall be true in all material respects on and as of the date of such Borrowing. Each Borrowing hereunder shall be deemed to be a representation and warranty by the Borrower on the date of such Borrowing as to the facts specified in subsections clauses (b), (c) and (d) of this Section.

Borrowings. The obligation of any Bank to make a Loan on the occasion of any Borrowing is subject to the satisfaction (or waiver in accordance with Section 9.05) of the following conditions: (a) the fact that the Closing Date shall have occurred on or prior to January 30, 1997; (b) receipt by the Agent of a Notice of Borrowing as required by Section 2.02 or 2.03, as the case may be; (bc) the fact that, immediately after such Borrowing, the aggregate outstanding principal amount of the Loans will not exceed the aggregate amount of the Commitments; (cd) the fact that, immediately before and after such Borrowing, no Default shall have occurred and be continuing; and (de) the fact that that, except as otherwise described by the Borrower in a writing to the Agent and waived by the Required Banks, the representations and warranties of the Borrower and each Guarantor contained in this Agreement (except, in the Financing Documents (except case of any Borrowing subsequent to the Closing Date, the representations and warranties set forth in Sections 4.04(a) Section 4.04(c), 4.05, 4.06, 4.08, 4.13 and 4.11, which are made only as of the date of this Agreement4.14) shall be true in all material respects on and as of the date of such Borrowing. Each Borrowing hereunder shall be deemed to be a representation and warranty by the Borrower on the date of such Borrowing as to the facts specified in subsections clauses (bc), (cd) and (de) of this Section.

Borrowings. The obligation of any Bank to make a Loan on ---------- the occasion of any Borrowing is subject to the satisfaction (or waiver in accordance with Section 9.05) of the following conditions: (a) the fact that the Closing Date shall have occurred on or prior to August 25, 1996; (b) receipt by the Administrative Agent of a Notice of Borrowing as required by Section 2.02 2.2 or 2.032.3, as the case may be; (bc) the fact that, immediately after such Borrowing, the aggregate outstanding principal amount of the Loans will not exceed the aggregate amount of the Commitments; (cd) the fact that, immediately before and after such Borrowing, no Default with respect to the Borrower shall have occurred and be continuing; and (de) the fact that the representations and warranties of the Borrower and each Guarantor contained in this Agreement (except, unless the Financing Documents (except Borrowing is taking place on the Closing Date, the representations and warranties set forth in Sections 4.04(a4.4(b) and 4.11, 4.5 as to any matter which are made only as of has been disclosed in writing by the date of this AgreementBorrower to the Banks) shall be true in all material respects and correct on and as of the date of such Borrowing. Each Borrowing hereunder shall be deemed to be a representation and warranty by the Borrower on the date of such Borrowing as to the facts specified in subsections clauses (bc), (cd) and (de) of this Section.

Borrowings. The obligation of any Bank to make a Loan on the occasion of any Borrowing is subject to the satisfaction (or waiver in accordance with Section 9.05) of the following conditions: (a) the fact that the Closing Date shall have occurred on or prior to June 10, 1997; (b) receipt by the Agent of a Notice of Borrowing as required by Section 2.02 or 2.03, as the case may be; (bc) the fact that, immediately after such Borrowing, the aggregate outstanding principal amount of the Loans will not exceed the aggregate amount of the Commitments; (cd) the fact that, immediately before and after such Borrowing, no Default shall have occurred and be continuing; and (de) the fact that that, except as otherwise described by the Borrower in a writing to the Agent and waived by the Required Banks, the representations and warranties of the Borrower and each Guarantor contained in this Agreement (except, in the Financing Documents (except case of any Borrowing subsequent to the Closing Date, the representations and warranties set forth in Sections 4.04(a) Section 4.04(c), 4.05, 4.06, 4.08, 4.13 and 4.11, which are made only as of the date of this Agreement4.14) shall be true in all material respects on and as of the date of such Borrowing. Each Borrowing hereunder shall be deemed to be a representation and warranty by the Borrower on the date of such Borrowing as to the facts specified in subsections clauses (bc), (cd) and (de) of this Section.

Borrowings. The obligation of any Bank to make a Loan on the occasion of any Borrowing is subject to the satisfaction (or waiver in accordance with Section 9.05) of the following conditions: (a) receipt by the Agent of a Notice of Borrowing as required by Section 2.02 or 2.03, as the case may be; (b) the fact that, immediately after such Borrowing, the aggregate outstanding principal amount of the Loans will not exceed the aggregate amount of the Commitments; (c) the fact that, immediately before and after such Borrowing, no Default shall have occurred and be continuing; and (d) the fact that the representations and warranties of the Borrower and each Guarantor Obligor contained in the Financing Documents (except the representations and warranties set forth in Sections 4.04(aSection 3.04(a) and 4.11(b) of the Parent Guarantee, which are made only as of the date of this Agreementthe Parent Guarantee) shall be true in all material respects on and as of the date of such Borrowing. Each Borrowing hereunder shall be deemed to be a representation and warranty by the Borrower on the date of such Borrowing as to the facts specified in subsections (b), (c) and (d) of this Section.

Borrowings. The obligation of any Bank to make a Loan on the occasion of any Borrowing is subject to the satisfaction (or waiver in accordance with Section 9.05) of the following conditions: (a1) the fact that the Closing Date shall have occurred on or before September 30, 2024; (2) receipt (or deemed receipt) by the Administrative Agent of a Notice of Borrowing as required by Section 2.02 or 2.03, as the case may be2.02; (b3) the fact that, immediately after such Borrowing, the aggregate outstanding principal amount of the Loans Aggregate Outstanding Amount will not exceed the aggregate amount of the Aggregate Commitments; (c4) the fact that, that immediately before and after such Borrowing, no Default shall have occurred and be continuing; and (d5) the fact that the representations and warranties of the Borrower and each Guarantor contained in the Financing Documents (except the representations and warranties set forth in Sections 4.04(a) and 4.11, which are made only as of the date of this Agreement) Agreement shall be true and correct in all material respects on and as of the date of such Borrowing. Each Borrowing hereunder (except (i) where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be deemed to be a representation have been true and warranty by the Borrower on the date correct in all material respects as of such Borrowing as earlier date, (ii) that this clause (6) shall not apply to the facts specified representations and warranties set forth in subsections (b), (cSection 4.04(c) and (d) of this Section.Section 4.12 and

Borrowings. The obligation of any Bank to make a Loan on the ---------- occasion of any Borrowing is subject to the satisfaction (or waiver in accordance with Section 9.05) of the following conditions: (a) receipt by the Agent of a Notice of Borrowing as required by Section 2.02 or 2.03, as the case may be2.2; (b) the fact that, immediately after such Borrowing, the aggregate outstanding principal amount of the Loans will not exceed the aggregate amount of the Commitments; (c) the fact that, immediately before and after such Borrowing, no Default shall have occurred and be continuing; and (d) the fact that that, except for the representations and warranties contained in Section 4.4(i) as of any date other than the Effective Date, the representations and warranties of the Borrower and each Guarantor contained in this Agreement (and except, in the Financing Documents (except case of a Refunding Borrowing, the representations and warranties set forth in Sections 4.04(a) and 4.11, Section 4.5 as to any matter which are made only as of has theretofore been disclosed in writing by the date of this AgreementBorrower to the Banks) shall be true in all material respects on and as of the date of such Borrowing. Each Borrowing hereunder shall be deemed to be a representation and warranty by the Borrower on the date of such Borrowing as to the facts specified in subsections clauses (b), (c) and (d) of this Section.

Borrowings. The obligation of any Bank to make a Loan on the occasion of any Borrowing is subject to the satisfaction (or waiver in accordance with Section 9.05) of the following conditions: (a) receipt by the Agent of a Notice of Borrowing as required by Section 2.02 or 2.03, as the case may be; (b) the fact that, immediately after such Borrowing, the aggregate outstanding principal amount of the Loans will not exceed the aggregate amount of the Commitments; (c) the fact that, immediately before and after such Borrowing, no Default shall have occurred and be continuing; and (d) the fact that the representations and warranties of the Borrower and each Guarantor contained in the Financing Documents (except the representations and warranties set forth in Sections 4.04(a) and 4.11, which are made only as of the date of this Agreement) shall be true in all material respects on and as of the date of such Borrowing. Each Borrowing hereunder shall be deemed to be a representation and warranty by the Borrower on the date of such Borrowing as to the facts specified in subsections clauses (b), (c) and (d) of this Section.

Borrowings. The obligation of any Bank to make a Loan on the occasion of any Borrowing is subject to the satisfaction (or waiver in accordance with Section 9.05) of the following conditions: (a) the fact that the Closing Date shall have occurred on or prior to December 22, 1998; (b) receipt by the Agent of a Notice of Borrowing as required by Section 2.02 or Section 2.03, as the case may be; (bc) the fact that, immediately after such Borrowing, the aggregate outstanding principal amount of the Loans will not exceed the aggregate amount of the Commitments; (cd) the fact that, immediately before and after such Borrowing, no Default shall have occurred and be continuing; and (de) the fact that that, except as otherwise described by the Borrower in a writing to the Agent and waived by the Required Banks, the representations and warranties of the Borrower and each Guarantor contained in this Agreement (except, in the Financing Documents (except case of any Borrowing subsequent to the Closing Date, the representations and warranties set forth in Sections 4.04(a) Section 4.04(c), 4.05, 4.06, 4.08, 4.13 and 4.11, which are made only as of the date of this Agreement4.14) shall be true in all material respects on and as of the date of such Borrowing. Each Borrowing hereunder shall be deemed to be a representation and warranty by the Borrower on the date of such Borrowing as to the facts specified in subsections clauses (bc), (cd) and (de) of this Section.

Borrowings. The obligation of any Bank Lender to make a Loan on the occasion of any Borrowing is subject to the satisfaction (or waiver in accordance with Section 9.05) of the following conditions: (a) receipt by the Administrative Agent of a Notice of Borrowing as required by Section 2.02 or 2.03, as the case may be2.02; (b) the fact that, immediately after such BorrowingBorrowing or issuance (or renewal or extension), the aggregate outstanding principal amount of the Loans Total Outstanding Amount will not exceed the aggregate amount of the Commitments;. (c) the fact that, immediately before and after such BorrowingBorrowing or issuance (or renewal or extension), no Default with respect to the Borrower shall have occurred and be continuing; and (d) the fact that the representations and warranties of the Borrower and each Guarantor contained in this Agreement (except, in the Financing Documents (except case of any such Borrowing or issuance subsequent to the representations and warranties set forth Effective Date, those contained in Sections 4.04(a4.04(b), 4.05(a) and 4.11, which are made only as of the date of this Agreement) shall be true in all material respects on and as of the date of such BorrowingBorrowing or issuance (or renewal or extension). Each Borrowing hereunder shall be deemed to be a representation and warranty by the Borrower on the date of such Borrowing as to the facts specified in subsections (bthe foregoing clauses 3.02(b), (c3.02(c) and (d) of this Section3.02(d).

Borrowings. The obligation of any Bank to make a Loan on the occasion of any Borrowing is subject to the satisfaction (or waiver in accordance with Section 9.05) of the following conditions: : (a) receipt by the Agent of a Notice of Borrowing as required by Section 2.02 or 2.03, as the case may be; 2.02; (b) the fact that, immediately after such Borrowing, the aggregate outstanding principal amount of the Loans will not exceed the aggregate amount of the Commitments; ; (c) the fact that, immediately before and after such Borrowing, no Default shall have occurred and be continuing; and and (d) the fact that the representations and warranties of the Guarantor and the Borrower and each Guarantor contained in this Agreement (except, in the Financing Documents (except case of a Refunding Borrowing, the representations and warranties set forth in Sections 4.04(a4.04(c) and 4.11, 4.05 as to any matter which are made only as of has theretofore been disclosed in writing by the date of this AgreementBorrower to the Banks) shall be true in all material respects on and as of the date of such Borrowing. Each Borrowing hereunder shall be deemed to be a representation and warranty by the Borrower on the date of such Borrowing as to the facts specified in subsections clauses (b), (c) and (d) of this Section.

Borrowings. The obligation of any Bank to make a Loan on the occasion of any Borrowing is subject to the satisfaction (or waiver in accordance with Section 9.05) of the following conditions: (a) receipt by the Administrative Agent of a Notice of Borrowing as required by Section 2.02 or 2.03, as the case may be; (b) the fact that, immediately after such Borrowing, the aggregate outstanding principal amount of the Loans will not exceed the aggregate amount of the Commitments; (c) the fact that, immediately before and immediately after such Borrowing, no Default under this Agreement shall have occurred and be continuing; and (d) the fact that the representations and warranties of the Borrower and each Guarantor Borrowers contained in the Financing Documents (except the representations Sections 4.01, 4.02, 4.03, 4.04(a), 4.06 and warranties set forth in Sections 4.04(a) and 4.11, which are made only as of the date 4.07 of this Agreement) Agreement shall be true in all material respects on and as of the date of such Borrowing, except to the extent that such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true in all material respects as of such earlier date. Each Borrowing hereunder shall be deemed to be a representation and warranty by each of the Borrower Borrowers on the date of such Borrowing as to the facts specified in subsections clauses (b), (c) and (d) of this Section.

Borrowings. The obligation of any Bank Lender to make a Loan on the occasion of any Borrowing is subject to the satisfaction (or waiver in accordance with Section 9.05) of the following conditions: (a) the fact that the Closing Date shall have occurred on or prior to November 10, 1998; (b) receipt by the Administrative Agent of a Notice of Borrowing as required by Section 2.02 Sections 2.2 or 2.03------------- 2.3, as the case may be; (bc) the fact that, immediately after such Borrowing, the aggregate outstanding principal amount of the Loans plus the Letter of Credit Exposure will not exceed the aggregate amount of the Commitments; (cd) the fact that, immediately before and after such Borrowing, no Default shall have occurred and be continuing; and (de) the fact that the representations and warranties of the Borrower and each Guarantor contained in the Financing Documents (except the representations and warranties set forth in Sections 4.04(a) and 4.11, which are made only as of the date of this Agreement) Agreement shall be true in all material respects on and as of the date of such Borrowing. Each Borrowing hereunder shall be deemed to be a representation and warranty by the Borrower on the date of such Borrowing as to the facts specified in subsections clauses (bc), (cd) and (de) of this Section.

Borrowings. The obligation of any Bank to make a Loan on the occasion of any Borrowing is subject to the satisfaction (or waiver in accordance with Section 9.05) of the following conditions: (a) receipt by the Administrative Agent of a Notice of Borrowing as required by Section 2.02 or 2.03, as the case may be; (b) the fact that, immediately after such Borrowing, the aggregate outstanding principal amount of the Loans will not exceed the aggregate amount of the Commitments; (c) the fact that, immediately before and immediately after such Borrowing, no Default under this Agreement or the Three-Year Credit Agreement shall have occurred and be continuing; and (d) the fact that the representations and warranties of the Borrower and each Guarantor Borrowers contained in the Financing Documents (except the representations Sections4.01, 4.02, 4.03, 4.04(a), 4.06 and warranties set forth in Sections 4.04(a) and 4.11, which are made only as of the date 4.07 of this Agreement) Agreement shall be true in all material respects on and as of the date of such Borrowing, except to the extent that such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true in all material respects as of such earlier date. Each Borrowing hereunder shall be deemed to be a representation and warranty by each of the Borrower Borrowers on the date of such Borrowing as to the facts specified in subsections clauses (b), (c) and (d) of this Section.

Borrowings. The obligation of any Bank to make a Loan on the occasion of any Borrowing is subject to the satisfaction (or waiver in accordance with Section 9.05) of the following conditions: (a) receipt by the Agent of a Notice of Borrowing or Notice of Term Loan Interest Rate Selection as required by Section 2.02 2.02, 2.03 or 2.032.18, as the case may be; (b) the fact that, immediately after such Borrowing, the aggregate outstanding principal amount of the Loans will not exceed the aggregate amount of the Commitments; (c) the fact that, immediately before and after such Borrowing, no Default shall have occurred and be continuing; and (d) the fact that the representations and warranties of the Borrower and each Guarantor contained in this Agreement (except, in the Financing Documents case of (except i) any Borrowing (including without limitation any conversion to, or continuation of, a Segment of the Term Loan), the representations and warranties set forth in Sections 4.04(aSection 4.04(b) and 4.11(ii) a Refunding Borrowing, the representations and warranties set forth in Section 4.05 as to any matter which are made only as of has theretofore been disclosed in writing by the date of this AgreementBorrower to the Banks) shall be true in all material respects on and as of the date of such Borrowing. Each Borrowing hereunder shall be deemed to be a representation and warranty by the Borrower on the date of such Borrowing as to the facts specified in subsections (b), (c) and (d) of this Section.

Borrowings. The obligation of any Bank Lender to make a Loan on the occasion of any Borrowing at the request of the Borrower (other than Existing Loans deemed to be Loans pursuant to Section 2.01(b)) is subject to the satisfaction (or waiver in accordance with Section 9.05) of the following conditions: (a) receipt by the Administrative Agent of a Notice of Borrowing as required by Section 2.02 or 2.03, as the case may be2.02; (b) the fact that, immediately after such Borrowing, the aggregate outstanding principal amount Loans of the Loans will each Lender do not exceed the aggregate amount of the Commitmentssuch Lender’s Aggregate Exposure; (c) the fact that, immediately before and after such Borrowing, no Default with respect to the Borrower shall have occurred and be continuing; and (d) the fact that the representations and warranties of the Borrower and each Guarantor contained in the Financing Documents this Agreement (except the representations and warranties set forth in Sections 4.04(a4.04(c) and 4.11, which are made only as of the date of this Agreement4.06) shall be true in all material respects and correct on and as of the date of such Borrowing. Each Borrowing 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 subsections clauses (b), (c) and (d) of this Section.

Borrowings. The obligation of any Bank Lender to make a Loan on the occasion of any Borrowing is subject to the satisfaction (or waiver in accordance with Section 9.05) of the following conditions: (a) receipt by the Administrative Agent of a Notice of Borrowing as required by Section 2.02 or Section 2.03, as the case may be; (b) the fact that, immediately after such Borrowing, Borrowing the aggregate outstanding principal amount of the Loans Total Outstanding Amount will not exceed the aggregate amount of the Commitments; (c) the fact that, immediately before and after such Borrowing, no Default shall have occurred and be continuing; and; (d) the fact that the representations and warranties of the Borrower Company and each the Company Guarantor (and, in the case of a Borrowing by an Eligible Subsidiary, of such Eligible Subsidiary) contained in the Financing Documents (except the representations and warranties set forth in Sections 4.04(a) and 4.11, which are made only as of the date of this Agreement) Agreement shall be true in all material respects on and as of the date of such Borrowing; and (e) the closing shall have occurred in accordance with Section 3.01. Each Borrowing 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 by an Eligible Subsidiary, of such Eligible Subsidiary) on the date of such Borrowing as to the facts specified in subsections clauses (b), (c) and (d) of this Section.

Borrowings. The obligation of any Bank to make a Loan on the occasion of any Borrowing is subject to the satisfaction (or waiver in accordance with Section 9.05) of the following conditions: (a) receipt by the Agent of a Notice of Borrowing as required by Section 2.02 or 2.03, as the case may be; (b) the fact that, immediately after such Borrowing, the aggregate outstanding principal amount of the Loans will not exceed (i) the aggregate amount of the CommitmentsCommitments less (ii) the Revco Debt Reduction Reserve; (c) the fact that, immediately before and after such Borrowing, no Default shall have occurred and be continuing; and (d) the fact that the representations and warranties of the Borrower and each Guarantor contained in this Agreement (except, in the Financing Documents (except case of a Refunding Borrowing, the representations and warranties set forth in Sections 4.04(a4.04(c) and 4.11, 4.06 as to any matter which are made only as of has theretofore been disclosed in writing by the date of this AgreementBorrower to the Banks) shall be true in all material respects on and as of the date of such Borrowing. Each Borrowing hereunder shall be deemed to be a representation and warranty by the Borrower on the date of such Borrowing as to the facts specified in subsections clauses (b), (c) and (d) of this Section.

Borrowings. The obligation of any Bank to make a Loan on the occasion of any Borrowing is subject to the satisfaction (or waiver in accordance with Section 9.05) of the following conditions: (a) the fact that the Closing Date shall have occurred on or before April 30, 1997; (b) receipt by the Administrative Agent of a Notice of Borrowing as required by Section 2.02 or 2.03, as the case may be2.02; (bc) the fact that, immediately after such Borrowing, the aggregate outstanding principal amount of the Loans will not exceed the aggregate amount lesser of the Commitmentsaggregate Commitments and the Borrowing Base; (cd) the fact that, immediately before and after such Borrowing, no Default shall have occurred and be continuing; and (de) the fact that the representations and warranties of the Borrower and each Guarantor contained in the Financing Documents (except the representations and warranties set forth in Sections 4.04(a) and 4.11, which are made only as of the date of this Agreement) Agreement shall be true in all material respects on and as of the date of such Borrowing. Each Borrowing hereunder shall be deemed to be a representation and warranty by the Borrower on the date of such Borrowing as to the facts specified in subsections clauses (bc), (cd) and (de) of this Section.

Borrowings. The obligation of any Bank to make a Loan on the occasion of any Borrowing is subject to the satisfaction (or waiver in accordance with Section 9.05) of the following conditions: (a) receipt by the Administrative Agent of a Notice of Borrowing as required by Section 2.02 or 2.03, as the case may be; (b) the fact that, immediately after such Borrowing, the aggregate outstanding principal amount of the Loans will not exceed the aggregate amount of the Commitments; (c) the fact that, immediately before and after such Borrowing, no Default shall have occurred and be continuing; and; (d) the fact that the representations and warranties of the Borrower and each Guarantor contained in the Financing Documents (except the representations and warranties set forth in Sections 4.04(a) and 4.11, which are made only as of the date of this Agreement) Agreement shall be true in all material respects on and as of the date of such Borrowing; and (e) in the case of the first Borrowing, the fact that the Avondale Acquisition shall have been, or shall simultaneously therewith be, consummated in accordance with the Avondale Merger Agreement. Each Borrowing hereunder shall be deemed to be a representation and warranty by the Borrower on the date of such Borrowing as to the facts specified in subsections clauses (b), (c) and ), (d) and, in the case of the first Borrowing, (e) of this Section.

Borrowings. The obligation of any Bank to make a Loan on the occasion of any Borrowing is subject to the satisfaction (or waiver in accordance with Section 9.05) of the following conditions: (a) the fact that the Closing Date shall have occurred on or prior to April 29, 1998; (b) receipt by the Administrative Agent of a Notice of Borrowing as required by Section 2.02 or 2.03, as the case may be; (bc) the fact that, immediately after such Borrowing, (i) the aggregate outstanding principal amount of the Money Market Loans will not exceed $200,000,000 and (ii) the combined aggregate outstanding principal amount of the Loans, the Money Market Loans and the Non-Facility Borrowings will not exceed the aggregate amount of the Commitments; (cd) the fact that, immediately before and after such Borrowing, no Default shall have occurred and be continuing; and (de) the fact that the representations and warranties of the Borrower and each Guarantor contained in the Financing Documents (except the representations and warranties set forth in Sections 4.04(a) and 4.11, which are made only as of the date of this Agreement) Agreement shall be true in all material respects on and as of the date of such Borrowing. Each Borrowing hereunder shall be deemed to be a representation and warranty by the Borrower on the date of such Borrowing as to the facts specified in subsections clauses (bc), (cd) and (de) of this Section.

Borrowings. The obligation of any Bank to make a Loan on the occasion of any Borrowing is subject to the satisfaction (or waiver in accordance with Section 9.05) of the following conditions: (a) receipt by the Agent of a Notice of Borrowing as required by Section 2.02 or 2.03, as the case may be; (b) the fact that, immediately after such Borrowing, the aggregate outstanding principal amount Dollar Amount of the Loans will not exceed the aggregate amount of the Commitments; (c) the fact that, immediately before and after such Borrowing, no Default shall have occurred and be continuing; and (d) the fact that the representations and warranties of the Borrower and each Guarantor Obligor contained in the Financing Documents (except the representations and warranties set forth in Sections 4.04(a) and 4.11Section 4.04, which are made only as of the date of this Agreementhereof) shall be true in all material respects on and as of the date of such Borrowing. PROVIDED that the foregoing clauses 3.03(c) and 3.03(d) shall not apply to a Euro- Currency Borrowing if and to the extent that the proceeds thereof are to be applied to repay an outstanding Swingline Loan. Each Borrowing hereunder shall be deemed to be a representation and warranty by the Borrower on the date of such Borrowing as to the facts specified in subsections (b), (c) and (d) of this Section.