Common use of Conditions of Loans Clause in Contracts

Conditions of Loans. The obligations of the Lenders to make any Loans, and of the Issuing Banks to issue Letters of Credit, hereunder on or subsequent to the Closing Date are subject to the satisfaction of the following conditions: (a) the Administrative Agent shall have received a Borrowing Notice if required by Article II; (b) the representations and warranties of the Borrower and Guarantors set forth in Article VI and in each of the other Loan Documents shall be true and correct in all material respects on and as of the date of such Advance or issuance of such Letters of Credit with the same effect as though such representations and warranties had been made on and as of such date, except to the extent that such representations and warranties expressly relate to an earlier date and except that the financial statements referred to in Section 6.1(e)(i) shall be deemed (solely for the purpose of the representation and warranty contained in such Section 6.1(e)(i) but not for the purpose of any cross reference to such Section 6.1(e)(i) or to the financial statements described therein contained in any other provision of Section 6.1(e) or elsewhere in Article VI) to be those financial statements most recently delivered to the Administrative Agent and the Lenders pursuant to Section 7.1; (c) in the case of the issuance of a Letter of Credit, the Borrower shall have executed and delivered to the applicable Issuing Bank an Application and Agreement for Letter of Credit in form and content acceptable to such applicable Issuing Bank together with such other instruments and documents as it shall request; (d) immediately after giving effect to a Swing Line Loan, the aggregate Swing Line Outstandings shall not exceed $25,000,000; (e) at the time of (and after giving effect to) each Advance, Swing Line Loan or issuance of each Letter of Credit, no Default or Event of Default shall have occurred and be continuing; and (f) immediately after giving effect to: (i) a Loan or Letter of Credit, the aggregate principal balance of all outstanding Loans (other than Term Loans) and Participations for each Lender shall not exceed, respectively, such Lender’s Revolving Credit Commitment or Letter of Credit Commitment; and (ii) a Loan or Letter of Credit, the Outstanding Revolving Credit Obligations shall not exceed the Total Revolving Credit Commitment.

Conditions of Loans. The obligations of the Lenders to make any Loans, and of the Issuing Banks to issue issue, renew or increase the amount of Letters of Credit, hereunder on or subsequent to the Closing Date are subject to the satisfaction of the following conditions: (a) the Administrative Agent shall have received a Borrowing Notice if required by Article II; (b) the representations and warranties of the Borrower and Guarantors set forth in Article VI (other than in Section 6.1(e)(ii)) and in each of the other Loan Documents shall be true and correct in all material respects on and as of the date of such Advance or issuance issuance, renewal or increase of such Letters of Credit with the same effect as though such representations and warranties had been made on and as of such date, except to the extent that such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date) and except that the financial statements referred to in Section 6.1(e)(i) shall be deemed (solely for the purpose of the representation and warranty contained in such Section 6.1(e)(i) but not for the purpose of any cross reference to such Section 6.1(e)(i) or to the financial statements described therein contained in any other provision of Section 6.1(e) or elsewhere in Article VI) to be those financial statements most recently delivered to the Administrative Agent and the Lenders pursuant to Section 7.1; (c) in the case of the issuance issuance, renewal or increase of a Letter of Credit, the Borrower shall have executed and delivered to the applicable Issuing Bank an Application and Agreement for Letter of Credit (or amendment or supplement thereto) in form and content acceptable to such applicable Issuing Bank together with such other instruments and documents as it shall request; (d) immediately after giving effect to a Swing Line Loan, the aggregate Swing Line Outstandings shall not exceed $25,000,000; (e) at the time of (and after giving effect to) each AdvanceAdvance or issuance, Swing Line Loan renewal or issuance increase of each Letter of Credit, no Default or Event of Default shall have occurred and be continuing, or would result from such extension of credit; and (fe) immediately after giving effect to: (i) a Loan or Letter of Credit, the aggregate principal balance of all outstanding Loans (other than Term Loans) and Participations for each Lender shall not exceed, respectively, such Lender’s Revolving Credit Commitment or Letter of Credit Commitment; and (ii) a Loan or Letter of Credit, the Outstanding Revolving Credit Obligations shall not exceed the Total Revolving Credit Commitment.

Conditions of Loans. The obligations of the Lenders to make any Loans, and of the Issuing Banks to issue Letters of Credit, Credit hereunder on or subsequent to the Closing Date are subject to the satisfaction of the following conditions: (a) the Administrative Agent shall have received a Borrowing Notice notice of such borrowing or request if required by Article IIII hereof; (b) the representations and warranties of the Borrower Company and Guarantors its Subsidiaries, taken as a whole, set forth in Article VI hereof and in each of the other Loan Documents shall be true and correct in all material respects on and as of the date of such Advance or issuance of such Letters of Credit Credit, as the case may be, with the same effect as though such representations and warranties had been made on and as of such date, except to the extent that such representations and warranties expressly relate to an earlier date and except that the financial statements referred to in Section 6.1(e)(i6.01(f)(i) shall be deemed (solely for the purpose of the representation and warranty contained in such Section 6.1(e)(i) but not for the purpose of any cross reference to such Section 6.1(e)(i) or to the financial statements described therein contained in any other provision of Section 6.1(e) or elsewhere in Article VI) to be those financial statements most recently delivered to the Administrative Agent and the Lenders pursuant to Section 7.17.01 hereof; (c) in the case of the issuance of a Letter of Credit, the Borrower Company shall have executed and delivered to the applicable Issuing Bank an Application and Agreement for Letter of Credit in form and content acceptable to such applicable Issuing Bank together with such other instruments and documents as it shall request; (d) at the time of each such Advance, Swing Line Loan or issuance of each Letter of Credit, as the case may be, and after giving effect thereto no Default or Event of Default specified in Article IX hereof, shall have occurred and be continuing; (e) immediately after giving effect to a Swing Line Loan, the aggregate Swing Line Outstandings shall not exceed $25,000,000; (e) at the time of (and after giving effect to) each Advance, Swing Line Loan or issuance of each Letter of Credit, no Default or Event of Default shall have occurred and be continuing50,000,000; and (f) immediately after giving effect to: (i) to a Loan or Letter of Credit, Credit the aggregate principal balance of all outstanding Loans (other than Term Loans) and Participations for each Lender and in the aggregate shall not exceed, respectively, (i) any of such Lender’s 's Revolving Credit Commitment or Letter of Credit Commitment; and Commitment or (ii) a Loan or Letter any of Credit, the Outstanding Revolving Credit Obligations shall not exceed the Total Revolving Credit Commitment or Total Letter of Credit Commitment.

Conditions of Loans. The obligations of the Lenders to make any LoansAdvance, and of the Issuing Banks to issue Letters of Credit, hereunder on or subsequent to the Closing Date are subject to the satisfaction of the following conditions: (a) the Administrative Agent or, in the case of Swing Line Loans, NationsBank, shall have received a Borrowing Notice notice of such borrowing or request if required by Article IISECTION 2.04 or 2.17 hereof; (b) the representations and warranties of the Borrower and Guarantors set forth in Article ARTICLE VI hereof and in each of the other Loan Documents shall be true and correct in all material respects on and as of the date of such Advance or Swing Line Loan or issuance of such Letters of Credit Credit, as the case may be, with the same effect as though such representations and warranties had been made on and as of such date, except to the extent that such representations and warranties expressly relate to an earlier date and except that the financial statements referred to in Section 6.1(e)(i) SECTION 6.03 shall be deemed (solely for the purpose of the representation and warranty contained in such Section 6.1(e)(i) but not for the purpose of any cross reference to such Section 6.1(e)(i) or to the financial statements described therein contained in any other provision of Section 6.1(e) or elsewhere in Article VI) to be those financial statements most recently delivered to the Administrative Agent and the Lenders pursuant to Section 7.1SECTION 7.17 hereof; (c) in the case of the issuance of a Letter of Credit, the Borrower shall have have, upon request of the Issuing Bank, executed and delivered to the applicable Issuing Bank an Application application and Agreement agreement for Letter of Credit in form and content acceptable to such applicable the Issuing Bank together with such other instruments and documents as it shall request; (d) immediately after giving effect to a Swing Line Loan, the aggregate Swing Line Outstandings shall not exceed $25,000,000; (e) at the time of (and after giving effect to) each such Advance, Swing Line Loan or issuance of each Letter of Credit, no Default or Event of Default specified in ARTICLE VIII hereof, shall have occurred and be continuing; (e) immediately after giving effect to a Loan or Letter of Credit (i) the aggregate principal balance of all outstanding Loans and Participations for each Lender shall not exceed such Lender's Applicable Commitment Percentage of the Total Revolving Credit Commitment, and (ii) the aggregate principal balance of the sum of Revolving Credit Outstandings, Swing Line Outstandings and Letter of Credit Outstandings shall not exceed the Total Revolving Credit Commitment; and (f) immediately after giving effect to: (i) to a Swing Line Loan or Letter of Credit, the aggregate principal balance of all outstanding Loans (other than Term Loans) and Participations for each Lender shall not exceed, respectively, such Lender’s Revolving Credit Commitment or Letter of Credit Commitment; and (ii) a Loan or Letter of Credit, the Outstanding Revolving Credit Obligations Swing Line Outstandings shall not exceed the Total Revolving Credit Commitment$15,000,000.

Conditions of Loans. The obligations of the Lenders to make any Loans, the Swing Line Lender to make Swing Line Loans and of the Issuing Banks NationsBank to issue Letters of CreditCredit hereunder, hereunder on or subsequent to the Closing Date are (except as set forth in Section 2.02(e) with respect to Revolving Credit Loans made to repay Swing Line Loans) subject to the satisfaction of the following conditions: (a) the Administrative Agent shall have received a Borrowing Notice notice of such borrowing or request if required by Article IIII hereof; (b) the representations and warranties of the Borrower and Guarantors each Guarantor set forth in Article VI hereof and in each of the other Loan Documents shall be true and correct in all material respects on and as of the date of such Advance Loan or issuance of such Letters of Credit Credit, as the case may be, with the same effect as though such representations and warranties had been made on and as of such date, except to the extent that other than such representations and warranties which expressly relate to an earlier date date, except that the representations and warranties set forth in Section 6.01(d) and (e) shall be deemed to include and take into account any merger or consolidation permitted under Section 8.10 hereof, and except that the financial statements referred to in Section 6.1(e)(i6.01(f)(i) and 6.01(f)(ii) shall be deemed (solely for the purpose of the representation and warranty contained in such Section 6.1(e)(i) but not for the purpose of any cross reference to such Section 6.1(e)(i) or to the financial statements described therein contained in any other provision of Section 6.1(e) or elsewhere in Article VI) to be those financial statements most recently delivered to the Administrative Agent and the Lenders pursuant to Section 7.17.01 hereof; (c) in the case of the issuance of a Letter of Credit, the Borrower shall have executed and delivered to the applicable Issuing Bank NationsBank an Application and Agreement for Letter of Credit in form and content acceptable to such applicable Issuing Bank NationsBank together with such other instruments and documents as it shall may reasonably request; (d) at the time of each such Loan, Swing Line Loan or issuance of each Letter of Credit, as the case may be, no Default or Event of Default shall have occurred and be continuing; (e) immediately after giving effect to a Swing Line Loan, the aggregate Swing Line Outstandings shall not exceed $25,000,000; (e) at the time of (and after giving effect to) each Advance, Total Swing Line Loan or issuance of each Letter of Credit, no Default or Event of Default shall have occurred and be continuing; andCommitment; (f) immediately after giving effect to: (i) a Loan or issuing any Letter of Credit, the aggregate principal balance Outstanding Letters of all outstanding Loans (other than Term Loans) and Participations for each Lender Credit shall not exceed, respectively, such Lender’s Revolving Credit Commitment or exceed the Total Letter of Credit Commitment; and (iig) a immediately after giving effect to any Loan or Letter of Credit, Credit (i) the Outstanding Revolving Credit Obligations sum of Outstandings shall not exceed the lesser of the Total Revolving Credit Commitment or the Borrowing Base, as most recently determined by the Borrower and presented to the Agent in 51 either a compliance certificate required pursuant to Section 7.01(a) or (b) hereof or in the Borrowing Base Certificate delivered to the Agent pursuant to Section 7.01(d) hereof, and (ii) each Lender's Applicable Commitment Percentage of Revolving Credit Loans and Participations shall not exceed its Revolving Credit Commitment.. 52

Conditions of Loans. The obligations of the Lenders to make any LoansLoan, the Swing Line Lender to make Swing Line Loans and of the Issuing Banks Bank to issue Letters of CreditCredit hereunder, hereunder on or subsequent to the Closing Date are (except as set forth in Section 2.01(c)(iv), 2.02(e) or 3.02(c)) subject to the satisfaction of the following conditions:conditions (which are not applicable as conditions precedent to any Loan being Continued or Converted pursuant to Section 2.11 hereof). (a) the Administrative Agent shall have received a Borrowing Notice notice of such borrowing or request if required by Article IIII hereof; (b) the representations and warranties of the Borrower and Guarantors each Guarantor set forth in Article VI hereof and in each of the other Loan Documents shall be true and correct in all material respects on and as of the date of such Advance Loan or issuance of such Letters of Credit Credit, as the case may be, with the same effect as though such representations and warranties had been made on and as of such date, except to the extent that other than such representations and warranties which expressly relate to an earlier date and after taking into account any merger or consolidation permitted under Section 8.08 hereof, and except that the financial statements referred to in Section 6.1(e)(i6.01(f)(i) shall be deemed (to be those financial statements most recently delivered to the Agent and the Lenders pursuant to Section 7.01 hereof solely for the purpose of the representation and warranty contained in such Section 6.1(e)(i6.01(f)(i) but not for the purpose of any cross reference to such Section 6.1(e)(i6.01(f)(i) or to the financial statements described therein contained in any other provision of Section 6.1(e6.01(f)(i) or elsewhere in Article VI) to be those financial statements most recently delivered to the Administrative Agent and the Lenders pursuant to Section 7.1this Agreement; (c) in the case of the issuance of a Letter of Credit, the Borrower shall have executed and delivered to the applicable Issuing Bank an Application and Agreement for Letter of Credit in form and content acceptable to such applicable the Issuing Bank together with such other instruments and documents as it shall may reasonably request; (d) at the time of each such Loan, Swing Line Loan or issuance of each Letter of Credit, as the case may be, no Default or Event of Default shall have occurred and be continuing and the obligations shall not have been declared to be immediately due and payable pursuant to Section 9.01(A)(ii) hereof; (e) immediately after giving effect to a Swing Line Loan, the aggregate Swing Line Outstandings shall not exceed $25,000,000; (e) at the time of (and after giving effect to) each Advance, Total Swing Line Loan or issuance of each Letter of Credit, no Default or Event of Default shall have occurred and be continuing; andCommitment; (f) immediately after giving effect to: (i) a Loan or issuing any Letter of Credit, the aggregate principal balance Letter of all outstanding Loans (other than Term Loans) and Participations for each Lender Credit Outstandings shall not exceed, respectively, such Lender’s Revolving Credit Commitment or exceed the Total Letter of Credit Commitment; and (iig) a immediately after giving effect to any Loan or Letter of Credit, the Outstanding Revolving Credit Obligations (i) Total Outstandings shall not exceed the Total Revolving Credit Commitment and (ii) each Lender's Applicable Commitment Percentage of Revolving Credit Loans (other than Competitive Bid Loans) and Participations shall not exceed its Revolving Credit Commitment.

Conditions of Loans. The obligations of the Lenders to make any Loans, and of the Issuing Banks to issue Letters of Credit, hereunder on or subsequent to the Closing Date Loan are subject to the satisfaction of the following conditions:conditions (which are not applicable as conditions precedent to any Loan being Continued or Converted pursuant to Section 2.11 hereof). (a) the Administrative Agent shall have received a Borrowing Notice notice of such borrowing or request if required by Article IIII hereof; (b) the representations and warranties of the Borrower and Guarantors each Guarantor set forth in Article VI hereof and in each of the other Loan Documents shall be true and correct in all material respects on and as of the date of such Advance or issuance of such Letters of Credit Loan with the same effect as though such representations and warranties had been made on and as of such date, except to the extent that other than such representations and warranties which expressly relate to an earlier date date, and after taking into account any merger or consolidation permitted under Section 8.08 hereof, and except that the financial statements referred to in Section 6.1(e)(i6.01(f)(i) shall be deemed (to be those financial statements most recently delivered to the Agent and the Lenders pursuant to Section 7.01 hereof solely for the purpose of the representation and warranty contained in such Section 6.1(e)(i6.01(f)(i) but not for the purpose of any cross reference to such Section 6.1(e)(i6.01(f)(i) or to the financial statements described therein contained in any other provision of Section 6.1(e6.01(f)(i) or elsewhere in Article VI) to be those financial statements most recently delivered to the Administrative Agent and the Lenders pursuant to Section 7.1this Agreement ; (c) in the case of the issuance of a Letter of Credit, the Borrower shall have executed and delivered to the applicable Issuing Bank an Application and Agreement for Letter of Credit in form and content acceptable to such applicable Issuing Bank together with such other instruments and documents as it shall request; (d) immediately after giving effect to a Swing Line Loan, the aggregate Swing Line Outstandings shall not exceed $25,000,000; (e) at the time of (and after giving effect to) each Advance, Swing Line Loan or issuance of each Letter of Creditsuch Loan, no Default or Event of Default shall have occurred and be continuingcontinuing and the Obligations shall not have been declared to be immediately due and payable pursuant to Section 9.01(A)(ii) hereof; and (fd) immediately after giving effect to: to any Loan (i) a Loan or Letter of Credit, the aggregate principal balance of all outstanding Loans (other than Term Loans) and Participations for each Lender shall not exceed, respectively, such Lender’s Revolving Credit Commitment or Letter of Credit Commitment; and (ii) a Loan or Letter of Credit, the Outstanding Revolving Credit Obligations Outstandings shall not exceed the Total Revolving Credit Commitment and (ii) each Lender's Applicable Commitment Percentage of Revolving Credit Loans shall not exceed its Revolving Credit Commitment.

Conditions of Loans. The obligations of the Lenders to make any Loans, and of the Issuing Banks to issue issue, renew or increase the amount of Letters of Credit, hereunder on or subsequent to the Closing Date are subject to the satisfaction of the following conditions: (a) the Administrative Agent shall have received a Borrowing Notice if required by Article II; (b) the representations and warranties of the Borrower and the Guarantors (if any) set forth in Article VI (other than in Section 6.1(e)(ii)) and in each of the other Loan Documents shall be true and correct in all material respects on and as of the date of such Advance or issuance issuance, renewal or increase of such Letters of Credit with the same effect as though such representations and warranties had been made on and as of such date, except to the extent that such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date) and except that the financial statements referred to in Section 6.1(e)(i) shall be deemed (solely for the purpose of the representation and warranty contained in such Section 6.1(e)(i) but not for the purpose of any cross reference to such Section 6.1(e)(i) or to the financial statements described therein contained in any other provision of Section 6.1(e) or elsewhere in Article VI) to be those financial statements most recently delivered to the Administrative Agent and the Lenders pursuant to Section 7.1;; provided that this Section 5.2(b) shall be subject to Section 1.7 with respect to the making of any Additional Term Loans. (c) in the case of the issuance issuance, renewal or increase of a Letter of Credit, the Borrower shall have executed and delivered to the applicable Issuing Bank an Application and Agreement for Letter of Credit (or amendment or supplement thereto) in form and content acceptable to such applicable Issuing Bank together with such other instruments and documents as it shall request; (d) immediately after giving effect to a Swing Line Loan, the aggregate Swing Line Outstandings shall not exceed $25,000,000; (e) at the time of (and after giving effect to) each AdvanceAdvance or issuance, Swing Line Loan renewal or issuance increase of each Letter of Credit, no Default or Event of Default shall have occurred and be continuing, or would result from such extension of credit; provided that this Section 5.2(d) shall be subject to Section 1.7 with respect to the making of any Additional Term Loans; and (fe) immediately after giving effect to: (i) a Loan or Letter of Credit, the aggregate principal balance of all outstanding Loans (other than Term Loans) and Participations for each Lender shall not exceed, respectively, such Lender’s Revolving Credit Commitment or Letter of Credit Commitment; and (ii) a Loan or Letter of Credit, the Outstanding Revolving Credit Obligations shall not exceed the Total Revolving Credit Commitment.

Conditions of Loans. The obligations of the Lenders to make any Loans, and of the Issuing Banks NationsBank to make Swing Line Loans and to issue Letters of CreditCredit hereunder, hereunder on or subsequent to the Closing Date are (except as set forth in Section 2.02(d) with respect to Revolving Credit Loans made to repay Swing Line Loans) subject to the satisfaction of the following conditions: (a) the Administrative Agent shall have received a Borrowing Notice notice of such borrowing or request if required by Article IIII hereof; (b) the representations and warranties of the Borrower and Guarantors each Guarantor set forth in Article VI hereof and in each of the other Loan Documents shall be true and correct in all material respects on and as of the date of such Advance or issuance of such Letters of Credit Credit, as the case may be, with the same effect as though such representations and warranties had been made on and as of such date, except to the extent that such representations and warranties expressly relate to an earlier date date, except that the representations and warranties set forth in Section 6.01(d) and (e) shall be deemed to include and take into account any merger or consolidation permitted under Section 8.10 hereof, and except that the financial statements referred to in Section 6.1(e)(i6.01(f)(i) shall be deemed (solely for the purpose of the representation and warranty contained in such Section 6.1(e)(i) but not for the purpose of any cross reference to such Section 6.1(e)(i) or to the financial statements described therein contained in any other provision of Section 6.1(e) or elsewhere in Article VI) to be those financial statements most recently delivered to the Administrative Agent and the Lenders pursuant to Section 7.17.01 hereof; (c) in the case of the issuance of a Letter of Credit, the Borrower shall have executed and delivered to the applicable Issuing Bank NationsBank an Application and Agreement for Letter of Credit in form and content acceptable to such applicable Issuing Bank NationsBank together with such other instruments and documents as it shall request; (d) at the time of each such Advance, Swing Line Loan or issuance of each Letter of Credit, as the case may be, no Default or Event of Default shall have occurred and be continuing; (e) immediately after giving effect to a Swing Line Loan, the aggregate Swing Line Outstandings shall not exceed $25,000,00020,000,000; (e) at the time of (and after giving effect to) each Advance, Swing Line Loan or issuance of each Letter of Credit, no Default or Event of Default shall have occurred and be continuing; and (f) immediately after giving effect to: (i) a Loan or issuing any Letter of Credit, the aggregate principal balance Outstanding Letters of all outstanding Loans (other than Term Loans) and Participations for each Lender Credit shall not exceed, respectively, such Lender’s Revolving Credit Commitment or exceed the Total Letter of Credit Commitment; and (iig) a immediately after giving effect to any Loan or Letter of Credit, Credit (i) the Outstanding sum of the Revolving Credit Obligations Outstandings, Swing Line Outstandings and Outstanding Letters of Credit shall not exceed the lesser of the Total Revolving Credit Commitment or the Borrowing Base, as most recently determined by the Borrower and presented to the Agent in either a compliance certificate required pursuant to Section 7.01(a) or (b) hereof or in the Borrowing Base Certificate delivered to the Agent pursuant to Section 7.01(d) hereof, and (ii) each Lender's Applicable Commitment Percentage of Revolving Credit Loans and Participations shall not exceed its Revolving Credit Commitment.

Conditions of Loans. The obligations of the Lenders to make any Loans, and of the Issuing Banks to issue issue, renew or increase the amount of Letters of Credit, hereunder on or subsequent to the Closing Date are subject to the satisfaction of the following conditions: (a) the Administrative Agent shall have received a Borrowing Notice if required by Article II; (b) the representations and warranties of the Borrower and the Guarantors (if any) set forth in Article VI (other than in Section 6.1(e)(ii)) and in each of the other Loan Documents shall be true and correct in all material respects on and as of the date of such Advance or issuance issuance, renewal or increase of such Letters of Credit with the same effect as though such representations and warranties had been made on and as of such date, except to the extent that such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date) and except that the financial statements referred to in Section 6.1(e)(i) shall be deemed (solely for the purpose of the representation and warranty contained in such Section 6.1(e)(i) but not for the purpose of any cross reference to such Section 6.1(e)(i) or to the financial statements described therein contained in any other provision of Section 6.1(e) or elsewhere in Article VI) to be those financial statements most recently delivered to the Administrative Agent and the Lenders pursuant to Section 7.1;; provided that this Section 5.2(b) shall be subject to Section 1.7 with respect to the making of any Additional Term Loans. (c) in the case of the issuance issuance, renewal or increase of a Letter of Credit, the Borrower shall have executed and delivered to the applicable Issuing Bank an Application and Agreement for Letter of Credit (or amendment or supplement thereto) in form and content acceptable to such applicable Issuing Bank together with such other instruments and documents as it shall request; (d) immediately after giving effect to a Swing Line Loan, the aggregate Swing Line Outstandings shall not exceed $25,000,000; (e) at the time of (and after giving effect to) each AdvanceAdvance or issuance, Swing Line Loan renewal or issuance increase of each Letter of Credit, no Default or Event of Default shall have occurred and be continuing, or would result from such extension of credit; provided that this Section 5.2(d) shall be subject to Section 1.7 with respect to the making of any Additional Term Loans; and (fe) immediately after giving effect to: (i) a Loan or Letter of Credit, the aggregate principal balance of all outstanding Loans (other than Term Loans) and Participations for each Lender shall not exceed, respectively, such Lender’s Revolving Lendxx’x Xevolving Credit Commitment or Letter of Credit Commitment; and (ii) a Loan or Letter of Credit, the Outstanding Revolving Credit Obligations shall not exceed the Total Revolving Credit Commitment.

Conditions of Loans. The obligations of the Lenders to make any ------------------- Loans, the Swing Line Lender to make Swing Line Loans and of the Issuing Banks Bank to issue Letters of CreditCredit hereunder, hereunder on or subsequent to the Closing Date are (except as set forth in Section ------- 2.01(c)(iv), 2.02(e) or 3.02(c)) subject to the satisfaction of the following -------------------------------- conditions: (a) the Administrative Agent shall have received a Borrowing Notice notice of such borrowing or request if required by Article II;II hereof; ---------- (b) the representations and warranties of the Borrower and Guarantors each Guarantor set forth in Article VI hereof and in each of the other Loan Documents ---------- shall be true and correct in all material respects on and as of the date of such Advance Loan or issuance of such Letters of Credit Credit, as the case may be, with the same effect as though such representations and warranties had been made on and as of such date, except to the extent that other than such representations and warranties which expressly relate to an earlier date date, except that the representations and warranties set forth in Section 6.01(d) and (e) shall be deemed to include and take into account the ----------------------- Xxxxxx Acquisition and any merger or consolidation permitted under Section 8.08 ------------ hereof, and except that the financial statements referred to in Section 6.1(e)(i------- 6.01(f)(i) shall be deemed (solely for the purpose of the representation and warranty contained in such Section 6.1(e)(i) but not for the purpose of any cross reference to such Section 6.1(e)(i) or to the financial statements described therein contained in any other provision of Section 6.1(e) or elsewhere in Article VI) to be those financial statements most recently ---------- delivered to the Administrative Agent and the Lenders pursuant to Section 7.1;7.01 hereof; ------------ (c) in the case of the issuance of a Letter of Credit, the Borrower shall have executed and delivered to the applicable Issuing Bank an Application and Agreement for Letter of Credit in form and content acceptable to such applicable the Issuing Bank together with such other instruments and documents as it shall may reasonably request; (d) at the time of each such Loan, Swing Line Loan or issuance of each Letter of Credit, as the case may be, no Default or Event of Default shall have occurred and be continuing; (e) immediately after giving effect to a Swing Line Loan, the aggregate Swing Line Outstandings shall not exceed $25,000,000; (e) at the time of (and after giving effect to) each Advance, Total Swing Line Loan or issuance of each Letter of Credit, no Default or Event of Default shall have occurred and be continuing; andCommitment; (f) immediately after giving effect to: (i) a Loan or issuing any Letter of Credit, the aggregate principal balance Outstanding Letters of all outstanding Loans (other than Term Loans) and Participations for each Lender Credit shall not exceed, respectively, such Lender’s Revolving Credit Commitment or exceed the Total Letter of Credit Commitment; and (iig) a immediately after giving effect to any Loan or Letter of Credit, Credit (i) the Outstanding Revolving Credit Obligations sum of Outstandings shall not exceed the Total Revolving Credit Commitment and (ii) each Lender's Applicable Commitment Percentage of Revolving Credit Loans and Participations shall not exceed its Revolving Credit Commitment.

Conditions of Loans. The obligations of the Lenders to make any Loans, and of the Issuing Banks to issue Letters of Credit, hereunder on or subsequent to the Closing Date Loan are subject to the satisfaction of the following conditions:conditions (which are not applicable as conditions precedent to any Loan being Continued or Converted pursuant to Section 2.11 hereof). (a) the Administrative Agent shall have received a Borrowing Notice notice of such borrowing or request if required by Article II; II hereof; (b) the representations and warranties of the Borrower and Guarantors each Guarantor set forth in Article VI hereof and in each of the other Loan Documents shall be true and correct in all material respects on and as of the date of such Advance or issuance of such Letters of Credit Loan with the same effect as though such representations and warranties had been made on and as of such date, except to the extent that other than such representations and warranties warran- ties which expressly relate to an earlier date date, except that the representations and warranties set forth in Section 6.01(d) and (e) shall be deemed to include and take into account the Saks Acquisition and any merger or consolidation permitted under Section 8.08 hereof, and except that the financial statements referred to in Section 6.1(e)(i6.01(f)(i) shall be deemed (solely for the purpose of the representation and warranty contained in such Section 6.1(e)(i) but not for the purpose of any cross reference to such Section 6.1(e)(i) or to the financial statements described therein contained in any other provision of Section 6.1(e) or elsewhere in Article VI) to be those financial statements most recently delivered to the Administrative Agent and the Lenders pursuant to Section 7.1; 7.01 hereof; (c) in the case of the issuance of a Letter of Credit, the Borrower shall have executed and delivered to the applicable Issuing Bank an Application and Agreement for Letter of Credit in form and content acceptable to such applicable Issuing Bank together with such other instruments and documents as it shall request; (d) immediately after giving effect to a Swing Line Loan, the aggregate Swing Line Outstandings shall not exceed $25,000,000; (e) at the time of (and after giving effect to) each Advance, Swing Line Loan or issuance of each Letter of Creditsuch Loan, no Default or Event of Default shall have occurred and be continuingcontinuing and the Obligations shall not have been declared to be immediately due and payable pursuant to Section 9.01(A)(ii) hereof; and and (fd) immediately after giving effect to: to any Loan (i) a Loan or Letter of Credit, the aggregate principal balance of all outstanding Loans (other than Term Loans) and Participations for each Lender shall not exceed, respectively, such Lender’s Revolving Credit Commitment or Letter of Credit Commitment; and (ii) a Loan or Letter of Credit, the Outstanding Revolving Credit Obligations Outstandings shall not exceed the Total Revolving Credit Commitment and (ii) each Lender's Applicable Commitment Percentage of Revolving Credit Loans shall not exceed its Revolving Credit Commitment.

Conditions of Loans. The obligations of the Lenders to make any Loans (for the avoidance of doubt, which does not include the Conversion or Continuation of any existing Loans), and of the Issuing Banks to issue issue, renew or increase the amount of Letters of Credit, hereunder on or subsequent to the Closing Date are subject to the satisfaction of the following conditions: (a) the Administrative Agent shall have received a Borrowing Notice if required by Article II; (b) the representations and warranties of the Borrower and the Guarantors (if any) set forth in Article VI (other than in Section 6.1(e)(ii)) and in each of the other Loan Documents shall be true and correct in all material respects on and as of the date of such Advance or issuance issuance, renewal or increase of such Letters of Credit with the same effect as though such representations and warranties had been made on and as of such date, except to the extent that such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date) and except that the financial statements referred to in Section 6.1(e)(i) shall be deemed (solely for the purpose of the representation and warranty contained in such Section 6.1(e)(i) but not for the purpose of any cross reference to such Section 6.1(e)(i) or to the financial statements described therein contained in any other provision of Section 6.1(e) or elsewhere in Article VI) to be those financial statements most recently delivered to the Administrative Agent and the Lenders pursuant to Section 7.1;; provided that this Section 5.2(b) shall be subject to Section 1.7 with respect to the making of any Added Term Loans. (c) in the case of the issuance issuance, renewal or increase of a Letter of Credit, the Borrower shall have executed and delivered to the applicable Issuing Bank an Application and Agreement for Letter of Credit (or amendment or supplement thereto) in form and content acceptable to such applicable Issuing Bank together with such other instruments and documents as it shall request; (d) immediately after giving effect to a Swing Line Loan, the aggregate Swing Line Outstandings shall not exceed $25,000,000; (e) at the time of (and after giving effect to) each AdvanceAdvance or issuance, Swing Line Loan renewal or issuance increase of each Letter of Credit, no Default or Event of Default shall have occurred and be continuing, or would result from such extension of credit; provided that this Section 5.2(d) shall be subject to Section 1.7 with respect to the making of any Added Term Loans; and (fe) immediately after giving effect to: (i) a Loan or Letter of Credit, the aggregate principal balance of all outstanding Loans (other than Term Loans) and Participations for each Lender shall not exceed, respectively, such LenderXxxxxx’s Revolving Credit Commitment or Letter of Credit Commitment; and (ii) a Loan or Letter of Credit, the Outstanding Revolving Credit Obligations shall not exceed the Total Revolving Credit Commitment.

Conditions of Loans. The obligations of the Lenders to make any Loans, Loans and of the Issuing Banks NationsBank to issue Letters of Credit, Credit and to make Swing Line Loans hereunder on or subsequent to the Closing Date are subject to the satisfaction of the following conditions: (a) the Administrative Agent Agent, or NationsBank, in the case of Swing Line Loans, shall have received a Borrowing Notice if required by Article IIII hereof; (b) the representations and warranties of the Borrower and Guarantors set forth in Article VI VII hereof and in each of the other Loan Documents shall be true and correct in all material respects on and as of the date of such Advance Advance, Swing Line Loan or issuance of such Letters of Credit Credit, as the case may be, with the same effect as though such representations and warranties had been made on and as of such date, except to the extent that such representations and warranties expressly relate to an earlier date and except that the financial statements referred to in Section 6.1(e)(iSection7.01(f)(i) shall be deemed (solely for the purpose of the representation and warranty contained in such Section 6.1(e)(i) but not for the purpose of any cross reference to such Section 6.1(e)(i) or to the financial statements described therein contained in any other provision of Section 6.1(e) or elsewhere in Article VI) to be those financial statements most recently delivered to the Administrative Agent and the Lenders pursuant to Section 7.1Section8.01 hereof; (c) in the case of the issuance of a Letter of Credit, the Borrower shall have executed and delivered to the applicable Issuing Bank NationsBank an Application Applications and Agreement Agreements for Letter of Credit in form and content reasonably acceptable to such applicable Issuing Bank NationsBank together with such other instruments and documents as it shall reasonably request; (d) immediately after giving effect to a Swing Line Loan, the aggregate Swing Line Outstandings shall not exceed $25,000,000; (e) at the time of (of, and after giving effect to) , each such Advance, Swing Line Loan or issuance of each Letter of Credit, as the case may be, no Default or Event of Default specified in Article X hereof, shall have occurred and be continuing; and (fe) immediately after giving effect to: (i) a Loan or Letter of Credit364 Day Loan, the aggregate principal balance amount of all outstanding 364 Day Loans (other than Term Loans) and Participations for each Lender shall not exceed, respectively, exceed such Lender’s Revolving Credit Commitment or Letter of Credit Lenders 364 Day Commitment; and (ii) a Loan or Letter of Credit, the Outstanding Revolving Credit Obligations shall not exceed the Total Revolving Credit Commitment.;

Conditions of Loans. The obligations of the Lenders to make any Loans, ------------------- Loans and of the Issuing Banks NationsBank to issue Letters of Credit, Credit and to make Swing Line Loans hereunder on or subsequent to the Closing Date are subject to the satisfaction of the following conditions: (a) the Administrative Agent Agent, or NationsBank, in the case of Swing Line Loans, shall have received a Borrowing Notice if required by Article IIII hereof; (b) the representations and warranties of the Borrower and Guarantors set forth in Article VI VII hereof and in each of the other Loan Documents shall be true and correct in all material respects on and as of the date of such Advance Advance, Swing Line Loan or issuance of such Letters of Credit Credit, as the case may be, with the same effect as though such representations and warranties had been made on and as of such date, except to the extent that such representations and warranties expressly relate to an earlier date and except that the financial statements referred to in Section 6.1(e)(i7.01(f)(i) shall be deemed (solely for the purpose of the representation and warranty contained in such Section 6.1(e)(i) but not for the purpose of any cross reference to such Section 6.1(e)(i) or to the financial statements described therein contained in any other provision of Section 6.1(e) or elsewhere in Article VI) to be those financial statements most recently delivered to the Administrative Agent and the Lenders pursuant to Section 7.18.01 hereof; (c) in the case of the issuance of a Letter of Credit, the Borrower shall have executed and delivered to the applicable Issuing Bank NationsBank an Application Applications and Agreement Agreements for Letter of Credit in form and content reasonably acceptable to such applicable Issuing Bank NationsBank together with such other instruments and documents as it shall reasonably request; (d) immediately after giving effect to a Swing Line Loan, the aggregate Swing Line Outstandings shall not exceed $25,000,000; (e) at the time of (of, and after giving effect to) , each such Advance, Swing Line Loan or issuance of each Letter of Credit, as the case may be, no Default or Event of Default specified in Article X hereof, shall have occurred and be continuing; and (fe) immediately after giving effect to: (i) a Loan or Loan, the aggregate principal balance of all outstanding Loans for each Lender shall not exceed such Lender's Revolving Credit Commitment; (ii) a Letter of Credit, the aggregate principal balance of all outstanding Loans Participations in Letters of Credit and Reimbursement Obligations (or in the case of NationsBank, its remaining interest after deduction of all Participations in Letters of Credit and Reimbursement Obligations of other than Term LoansLenders) and Participations for each Lender and in the aggregate shall not exceed, respectively, (X) such Lender’s Revolving 's Letter of Credit Commitment or (Y) the Total Letter of Credit Commitment; (iii) a Swing Line Loan, the Swing Line Outstandings shall not exceed $20,000,000; and (iiiv) a Loan (including a Swing Line Loan) or a Letter of Credit, the sum of Outstanding Revolving Credit Obligations Outstandings shall not exceed the Total Revolving Credit Commitment.

Conditions of Loans. The obligations of the Lenders to make any Loans, and of the Issuing Banks NationsBank or CIBC to issue Letters of Credit, Credit or create Acceptances hereunder on or subsequent to the Closing Date are subject to the satisfaction of the following conditions: (a) the Administrative Agent shall have received a Borrowing Notice notice of such borrowing or request if required by Article IISections 2.01 or 2.15 hereof or Section 3.01; (b) the representations and warranties of the Borrower and Guarantors Borrowers set forth in Article VI VII hereof and in each of the other Loan Documents shall be true and correct in all material respects on and as of the date of such Advance or Loan or issuance of such Letters Letter of Credit or Acceptance, as the case may be, with the same effect as though such representations and warranties had been made on and as of such date, except to the extent that such representations and warranties expressly relate to an earlier date and except that the financial statements referred to in Section 6.1(e)(i7.02(c) shall be deemed (solely for the purpose of the representation and warranty contained in such Section 6.1(e)(i) but not for the purpose of any cross reference to such Section 6.1(e)(i) or to the financial statements described therein contained in any other provision of Section 6.1(e) or elsewhere in Article VI) to be those financial statements most recently delivered to the Administrative Agent and the Lenders pursuant to Section 7.18.01 hereof; (c) in the case of the issuance of a Letter of Credit, the Borrower shall have executed and delivered to the applicable Issuing Bank an Application and Agreement for NationsBank or CIBC, as applicable, a Letter of Credit Application in form and content acceptable to such applicable Issuing Bank NationsBank or CIBC, as applicable, together with such other instruments and documents as it shall request; provided that the terms and conditions of this Agreement shall control if any conflict should exist between the terms of such Letter of Credit Application and this Agreement; (d) in the case of the creation of a Domestic Acceptance, the Multicurrency Facilities Borrower shall have executed and delivered to NationsBank a General Acceptance Agreement for Domestic Acceptances and a draft in form and content acceptable to NationsBank together with such other instruments and documents as NationsBank shall reasonably request; (e) at the time of each such Advance or Loan or issuance of each Letter of Credit or Acceptance, as the case may be, no Default or Event of Default specified in Article X hereof, shall have occurred and be continuing; (f) immediately after giving effect to a Domestic Advance or Domestic Loan, a Domestic Acceptance or a Domestic Letter of Credit, the Total Domestic Utilization shall not exceed the Total Domestic Revolving Credit Commitment; (g) immediately after giving effect to a Canadian Advance or Canadian Loan, a Canadian Acceptance or a Canadian Letter of Credit, the Total Canadian Utilization shall not exceed the Total Canadian Revolving Credit Commitment; (h) immediately after giving effect to a Swing Line Loan, Loan the aggregate Swing Line Outstandings shall not exceed $25,000,00015,000,000; (e) at the time of (and after giving effect to) each Advance, Swing Line Loan or issuance of each Letter of Credit, no Default or Event of Default shall have occurred and be continuing; and (fi) immediately after giving effect to:to the issuance of any Domestic Letter of Credit the Letter of Credit Outstandings shall not exceed $75,000,000; (ij) a Loan or immediately after giving effect to the issuance of any Canadian Letter of Credit, the aggregate principal balance of all outstanding Loans (other than Term Loans) and Participations for each Lender shall not exceed, respectively, such Lender’s Revolving Credit Commitment or Canadian Letter of Credit CommitmentOutstandings shall not exceed $25,000,000; and (iik) a Loan or Letter of Creditimmediately after giving effect to any Competitive Bid Loan, the Outstanding Revolving Credit Obligations aggregate principal amount of outstanding Competitive Bid Loans shall not exceed $25,000,000. Each borrowing of Loans and each issuance of a Letter of Credit and Acceptance shall constitute a representation and warranty by the Total Revolving Borrowers that the conditions set forth in clauses (b) and (e) above have been satisfied as of the date thereof and that as of the date of such Advance or issuance of a Letter of Credit Commitmentor Acceptance there has not been any material adverse change in the business, operations or financial condition of TDC and its Subsidiaries.

Conditions of Loans. The obligations of the Lenders to make any Loans, and of the Issuing Banks to issue Letters of Credit, hereunder on or subsequent to the Closing Date are subject to the satisfaction of the following conditions: (a) the Administrative Agent shall have received a Borrowing Notice if required by Article II; (b) the representations and warranties of the Borrower and Guarantors set forth in Article VI and in each of the other Loan Documents shall be true and correct in all material respects on and as of the date of such Advance or issuance of such Letters of Credit with the same effect as though such representations and warranties had been made on and as of such date, except to the extent that such representations and warranties expressly relate to an earlier date and except that the financial statements referred to in Section 6.1(e)(i) shall be deemed (solely for the purpose of the representation and warranty contained in such Section 6.1(e)(i) but not for the purpose of any cross reference to such Section 6.1(e)(i) or to the financial statements described therein contained in any other provision of Section 6.1(e) or elsewhere in Article VI) to be those financial statements most recently delivered to the Administrative Agent and the Lenders pursuant to Section 7.1; (c) in the case of the issuance of a Letter of Credit, the Borrower shall have executed and delivered to the applicable Issuing Bank an Application and Agreement for Letter of Credit in form and content acceptable to such applicable Issuing Bank together with such other instruments and documents as it shall request; (d) immediately after giving effect to a Swing Line Loan, the aggregate Swing Line Outstandings shall not exceed $25,000,000; (e) at the time of (and after giving effect to) each Advance, Swing Line Loan or issuance of each Letter of Credit, no Default or Event of Default shall have occurred and be continuing; and (f) immediately after giving effect to: (i) a Loan or Letter of Credit, the aggregate principal balance of all outstanding Loans (other than Term Loans) and Participations for each Lender shall not exceed, respectively, such Lender’s Revolving Credit Commitment or Letter of Credit Commitment; and (ii) a Loan or Letter of Credit, the Outstanding Revolving Credit Obligations shall not exceed the Total Revolving Credit Commitment.